Common use of Closing Clause in Contracts

Closing. (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. (a) The consummation closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction, as provided for by the Transaction Agreement. The Closing shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such timeof, with such Closing occurring substantially concurrently with (but not before) and immediately prior to, or simultaneously with, the consummation of the Transactions and subject to the terms and conditions of this Subscription AgreementTransaction. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. Upon written notice from (bor on behalf of) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) that the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price Company reasonably expects all conditions to the Company. No later Transaction Closing to be satisfied on a date that is not less than one Business Day prior to five (5) business days from the Closing Date as set forth in date of the Closing Notice, Subscriber shall provide deliver to the Pricing Date Notice as defined Company, at least two (2) business day prior to the scheduled closing date specified in the Forward Purchase Agreement and deliver Closing Notice (the “Scheduled Closing Date”), to be held in escrow until the Closing, the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares Securities by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall which at the Closing will be held released to the Company against delivery by the Company in escrow, segregated from and not comingled with promptly after the other funds Closing to Subscriber of the Company Securities in book-entry form (and or in no event will such funds be held in the Trust Account (as defined belowcertificated form if indicated by Subscriber on Subscriber’s signature page hereto)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws). Not later than one (1) business day after the Closing, the Company shall deliver to Subscriber the Securities in book entry form, in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action or to a custodian designated by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) applicable. In the event that the consummation of the Transactions Closing does not occur within two Business Days after three (3) business days of the anticipated Scheduled Closing Date specified in the Closing NoticeDate, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event not later than three Business Days after the anticipated Closing Date specified in the Closing Noticetwo (2) business days thereafter) return the funds so delivered by Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the Subscriber, and any book book-entries for the Securities shall be deemed repurchased and cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until Unless this Subscription Agreement is terminated in accordance with pursuant to Section 6 herein5 below, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in failure of the Closing Notice, following to occur on the Company’s delivery to Subscriber Scheduled Closing Date shall not terminate this Subscription Agreement or otherwise relieve any party of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction any of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Noticeits obligations hereunder. For the purposes of this Subscription Agreement, “Business Daybusiness day” means any day that, in New York, New York, is neither a day, other than legal holiday nor a Saturday or Sunday, day on which commercial banks banking institutions are generally authorized or required by law or regulation to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercial banking institutions in New York, New York are generally open for the general transaction of businessuse by customers on such day).

Closing. (a) The consummation closing of the Subscription contemplated hereby sale of Shares (the “Closing”) contemplated under this Agreement shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such timeof, with such Closing occurring substantially concurrently with (but not before) and immediately prior to, the consummation of the Transactions Transaction. Upon (i) satisfaction of the conditions set forth in Section 3 below and subject (ii) written notice from (or on behalf of) the Company to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) that the anticipated Closing Date and (ii) Company reasonably expects all conditions to the wire instructions for delivery closing of the Purchase Price Transaction to be satisfied on a date that is not less than two (2) Business Days from the Company. No later than one Business Day prior to the Closing Date as set forth in date of the Closing Notice, the Subscriber shall provide deliver to the Pricing Date Notice as defined Company on or prior to the closing date specified in the Forward Purchase Agreement and deliver Closing Notice (the Purchase Price (subject to adjustment as described below“Expected Closing Date”; the date on which the Closing actually occurs, the “Closing Date”) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held Notice against delivery of the Shares in certificated or book entry form to the Subscriber or to a custodian designated by the Company in escrowSubscriber, segregated from and not comingled with as applicable. In the other funds event the closing of the Company Transaction does not occur within ten (and in no event will such funds be held in 10) Business Days of the Trust Account (as defined below)), until the Expected Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three ten (10) Business Days after the anticipated Closing Date specified in the Closing Noticethereafter) return the funds so delivered by Subscription Amount to the Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation cancellation, (xA) a failure to close on the anticipated Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 of this Section 2 Agreement to be satisfied or waived on or prior to the Closing DateClosing, and (yB) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, the Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain still be obligated to consummate the Closing upon (I) satisfaction of the conditions set forth in this Section 2 following 3 below and (II) the Company’s delivery to the Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Assuming that all conditions to Closing Date”) for those Subscribed Shares that the Forward Purchase have been satisfied and this Agreement provides will be purchased at such timehas not otherwise been terminated, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions transaction contemplated hereby shall be held at the offices of the Title Company, located at the address set forth in Section 9.1 hereof, and subject shall occur in three (3) separate Closings, as follows: (a) On the later to occur of (i) September 3, 2014, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with the Investor Approval Notice and the ▇▇▇▇ Acquisition Notice, if applicable, for the below defined “First Closing Properties” (the “First Closing Date”), Purchaser shall acquire the “First Closing Properties”, as designated by Seller in a written notice delivered to Purchaser (a “Closing Notice”), excluding any property with respect to which this Agreement has been terminated; provided, however, that in the event that Seller fails to obtain all of the Limited Partner Approvals for the Property by November 30, 2014, then Purchaser shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money or proceed to Closing with respect to the terms and conditions portion of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently Property that has received the Limited Partner Approvals, with an appropriate adjustment to the Closing Date following the delivery of a Pricing Date NoticePurchase Price in accordance with Schedule “C” hereto. (b) Promptly before On the anticipated later to occur of (i) seven (7) days following the First Closing Date, should the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated First Closing Date and occur, or (ii) the wire instructions tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the second group of Properties for delivery which the Required Approvals have been obtained (herein, the “Second Closing Date”), Purchaser shall acquire the “Second Closing Properties”, as designated by Seller in Seller’s such Closing Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing DateSchedule “C” hereto. (c) In On the later to occur of (i) seven (7) days following the Second Closing Date, should the Second Closing Date occur, or (ii) the tenth (10th) business day following the date that Seller provides Purchaser with a Closing Notice designating the third group of Properties for which the Required Approvals have been obtained (herein, the “Third Closing Date”), Purchaser shall acquire the “Third Closing Properties”, as designated by Seller in Seller’s such Notice, excluding any of the Property that has been permissibly removed from closing in accordance with the provisions of this Agreement, with an appropriate adjustment to the Purchase Price in accordance with Schedule “C” hereto. (d) Notwithstanding the forgoing, in the event that the consummation of ▇▇▇▇ Approval is not received by the Transactions does not occur within two Business Days after Third Closing Date, then Seller shall have the anticipated right to extend the Closing Date specified in for the ▇▇▇▇ Interest Parcels to a separate final Closing Noticefollowing the Third Closing Date, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after one hundred eighty (180) days following the anticipated Third Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of businessfinal Closing.

Closing. (a) The consummation closing of the Subscription contemplated hereby sale and purchase of the Shares shall take place at the offices of the Purchaser at 2 p.m., Eastern Standard Time, January 31, 2005, or at such sooner time and location as may be agreed to by the parties (the “Closing”) ). At the Closing, the Sellers shall occur on deliver to the closing date Purchaser one or more certificates for the Shares, in negotiable form, with all requisite stock transfer stamps or the funds therefore attached, together with a copy of the Transactions (Company’s Articles of Incorporation, certified by the “Closing Date”) Delaware Department of State, and the Company’s by-laws, certified by its secretary; and shall make available for those Subscribed Shares that review by the Forward Purchase Agreement provides will be purchased at Purchaser and its representatives the Company’s minute book, stock transfer book or ledger, and any other Company records as the Purchaser may reasonably request. Following such timedelivery and review, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject Purchaser shall deliver to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery Sellers that portion of the Purchase Price then due; and the parties shall thereupon cause the Company’s secretary to cancel each certificate delivered to the Company. No later than one Business Day prior Purchaser and to the Closing Date as set forth issue in the Closing Notice, Subscriber name of the Purchaser one or more substitute certificates evidencing its ownership of the Shares and register such issuance and ownership in its stock transfer records. Each party shall provide be responsible for all other fees and costs incurred by him/it or on his/its behalf in connection with the Pricing Date Notice as defined in the Forward Purchase negotiation of this Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment Closing. Upon completion of the Forward Purchase Agreement as it relates to Additional SharesClosing, for the Subscribed Shares by wire effective date of the transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds Shares shall be held by 8:00 a.m., December 1, 2004 (the Company in escrow, segregated from “Effective Date”). Between the Effective Date and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free Sellers and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), the Company hereby agree to operate the Company in the name of Subscriber (or its nominee or custodian ordinary and usual course and only in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of that manner. If at the Closing Date. (c) In the event that Sellers shall fail to tender the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing NoticeShares, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of if any of the conditions specified hereunder shall not have been fulfilled, the Purchaser shall, at its option, be relieved of its obligations under this Agreement without thereby waiving any rights it may have by reason of such failure or non-fulfillment. Conversely, if the Purchaser fails to Closing set forth in this Section 2 to be satisfied or waived on or prior to close the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, transactions herein contemplated for any reason other than a Saturday default or Sundaybreach occasioned by the Sellers under the terms hereof, on which commercial banks in New Yorkthe Sellers shall, New York are open for the general transaction at their option, be relieved of businesstheir obligations under this Agreement without thereby waiving any rights it may have by reason of such failure or non-fulfillment.

Closing. (a) The consummation closing of the Subscription contemplated hereby (the “Closing”) shall occur on substantially concurrent with the closing consummation of the Transactions Closing (the date of the Transactions (Closing, the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as set forth herein; provided for by that the Forward Purchase Agreement Closing shall occur subsequently after the Merger Effective Time (as defined in the Business Combination Agreement, the “Merger Effective Time”). Not less than five (5) business days prior to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company Issuer shall deliver provide written notice to Subscriber (the “Closing Notice”) specifying of such anticipated Closing Date. Subscriber shall deliver on or before two (i2) business days prior to the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States U.S. dollars in immediately available funds to the escrow account specified by the Company Issuer in the Closing Notice, and such funds shall to be held by the Company in escrow, segregated from and not comingled with escrow agent until the other funds of the Company Transactions Closing. Not later than one (and in no event will such funds be held in the Trust Account (as defined below)), until 1) business day after the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company Issuer shall deliver to Subscriber (i1) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action or to a custodian designated by the Company or Subscriber), as applicable; and (ii2) as promptly as practicable after a copy of the Closing, evidence from records of the CompanyIssuer’s transfer agent (the “Transfer Agent”) or other evidence showing Subscriber as the owner of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) . For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, the Cayman Islands or Singapore are authorized or required by law to close. In the event that the consummation of the Transactions Closing Date does not occur within two Business Days (2) business days after the anticipated Closing Date specified identified in the Closing Notice, unless otherwise agreed the Issuer shall cause the escrow agent to in writing by the Company and Subscriber, the Company, shall promptly (but in no event not later than three Business Days after the anticipated Closing Date specified in the Closing Noticetwo (2) business days thereafter) return the funds so delivered by Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) ; provided that unless and until this Subscription Agreement is has been terminated in accordance with pursuant to Section 6 herein5, such return of funds shall not terminate this Subscription Agreement or relieve Subscriber shall remain obligated of its obligation to redeliver funds to purchase the Company, as set forth in Shares at the Closing Notice, following the Company’s upon delivery to Subscriber of a new Closing Notice in accordance with the terms of this Section 2 2.1. Prior to or at Closing, Subscriber shall deliver to Issuer a duly completed and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday executed Internal Revenue Service Form W-9 or Sunday, on which commercial banks in New York, New York are open for the general transaction of businessappropriate Form W-8.

Closing. (a) The consummation If the minimum number of Conversion Shares permitted to be sold in the Reorganization on the basis of the Subscription contemplated hereby (most recently updated Reorganization appraisal are subscribed for at or before the “Closing”) shall occur on the closing date termination of the Transactions (Offerings, and the “Closing Date”) for those Subscribed Shares that other conditions to the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation completion of the Transactions and subject Reorganization are satisfied, the Holding Company agrees to issue the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to on the Closing Date following (as hereinafter defined) against payment therefor by the delivery of a Pricing Date Notice. (b) Promptly before means authorized by the anticipated Closing Date, the Company shall Plan and to deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery certificates evidencing ownership of the Purchase Price Conversion Shares in such authorized denominations and registered in such names as may be indicated on the subscription order forms directly to the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) purchasers thereof as promptly as practicable after the Closing Date. The Closing shall be held at the offices of special counsel to the Primary Parties, or at such other place as shall be agreed upon among the Primary Parties and the Agent, at 10:00 a.m. on a business day selected by the Holding Company which business day shall be no less than two business days following the giving of prior notice by the Holding Company to the Agent or at such other time as shall be agreed upon by the Primary Parties and the Agent. At the Closing, evidence from the Company’s transfer agent Primary Parties shall deliver to the Agent in same-day funds the commissions, fees and expenses owing to the Agent as set forth in Sections 4 and 8 hereof and the opinions required hereby and other documents deemed reasonably necessary by the Agent shall be executed and delivered to effect the sale of the issuance Shares as contemplated hereby and pursuant to Subscriber the terms of the Subscribed Prospectus. The Holding Company shall notify the Agent when funds shall have been received for the minimum number of shares of the Common Stock. The date upon which the Holding Company shall release the Conversion Shares on for delivery in accordance with the terms hereof is referred to herein as the "Closing Date." As soon as practicable after the Closing Date, the Holding Company and the Bank shall cause a letter of transmittal to be mailed to each Public Stockholder advising such Public Stockholder of the terms of the Exchange offering and the procedure for surrendering to an agent, duly appointed by the Holding Company (the "Exchange Agent"), the certificates evidencing shares of Bank Common Stock issued and outstanding as of the Closing Date. (c) In . Upon surrender of each such certificate to the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and SubscriberExchange Agent, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds Holding Company agrees to issue to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return holder thereof or cancellation (x) his or her designee a failure to close certificate or certificates representing the number of full Exchange Shares based on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of businessExchange Ratio.

Closing. (a) The consummation closing of the Subscription contemplated hereby sale of the Property by Seller to Purchaser (the “Closing”) shall occur on the closing first business day following the expiration of thirty (30) days from and after the date of the Transactions auction event at which the Property is being sold, or such earlier date to which Purchaser and Seller may agree (in either event, the “Closing Date”) for those Subscribed Shares that ). The Closing shall occur at the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation offices of the Transactions and subject to Title Company or, at Seller’s option, at the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery office of a Pricing Date Notice. (b) Promptly before the anticipated Closing Dateclosing attorney designated by Seller in its sole discretion. At Closing, the Company among other requirements set forth herein, Purchaser shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth Seller in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled accordance with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (orSection 3 hereinabove and, if applicable, waiver) of the conditions amount set forth in this Section 232 hereof for the personalty to be conveyed hereunder, and Seller shall deliver the Deed and, if applicable under Section 32 hereof, the Company Bill of Sale, to Purchaser. In addition, Purchaser and Seller shall deliver execute an assignment and assumption of any Leases and Service Contracts (the "Assignment and Assumption") in a form satisfactory to Subscriber Seller in its sole discretion, assigning and transferring to Purchaser without warranty by or recourse against Seller, Seller's interest in and under any and all (i1) tenant leases in force on the Closing Date, Date covering the Subscribed Shares in book entry form, free and clear of Property or any liens or other restrictions portion thereof (other than those arising under this Subscription Agreement or applicable securities lawsthe "Leases"), in the name of Subscriber (or its nominee or custodian in accordance together with its delivery instructions) (all rentals and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares other payments arising therefrom on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y2) unless and until this Subscription Agreement is terminated contract agreements in accordance force on the Closing Date with Section 6 herein, Subscriber shall remain obligated to redeliver funds respect to the Companyoperation, as set forth in maintenance and use of the Property (the "Service Contracts"), together with all rights and obligations of Seller arising from the Leases and the Service Contracts on and after the Closing NoticeDate. If either party fails to close the sale under the terms of this Contract, following the Company’s delivery non-defaulting party will be entitled to Subscriber exercise the remedies provided in Section 16 hereof. Any extension of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction Date must be in writing and executed by ▇▇▇▇▇▇▇▇▇ and Seller in advance of the conditions set forth scheduled Closing Date. Notwithstanding the foregoing, Seller shall have the right, in this Section 2 following its sole discretion, to extend the Company’s delivery Closing Date for a period of up to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday ( ) days as it may deem necessary or Sunday, on which commercial banks in New York, New York are open for the general transaction of businessappropriate.

Closing. (a) The consummation closing of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of, and immediately prior to (but subject to), the consummation of the Transactions (the date of the Closing, the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with ). Upon written notice from (but not beforeor on behalf of) the consummation of Issuer and the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice SPAC to Subscriber (the “Closing Notice”) specifying at least ten (i10) Business Days prior to the anticipated date that the Issuer and the SPAC reasonably expect all conditions to the closing of the Transactions to be satisfied (the “Expected Closing Date and Date”), Subscriber shall deliver to the Issuer no later than three (ii3) Business Days prior to the wire instructions for delivery of Expected Closing Date, the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares Shares, by wire transfer of United States dollars in immediately available funds to the account specified by the Company Issuer and the SPAC in the Closing Notice, and such funds shall to be held by the Company Issuer in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), escrow until the Closing DateClosing. Upon satisfaction If the Transactions are not consummated on or prior to the fifth (or, if applicable, waiver5th) of Business Day after the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Expected Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, Issuer shall promptly (but in no event later than three two (2) Business Days after the anticipated Closing Date specified in the Closing Noticethereafter) return the funds so delivered by Purchase Price to Subscriber by wire transfer of United States dollars in immediately available funds to the an account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation return, (xi) a failure to close on the anticipated Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 3 to be satisfied or waived on or prior to the Closing Date, and (yii) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company, as set forth in the Closing Notice, Issuer following the CompanyIssuer’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following 3. At the Company’s delivery Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, the Issuer shall issue to Subscriber of a new Closing Notice. For (or the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.funds and accounts designated by Subscriber if so

Closing. (a) a. The consummation closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction and shall occur immediately prior thereto. The Closing and the closing of the Transaction shall occur on the closing date of the Transactions December 30, 2016, subject to extension upon five (5) business days’ prior written notice to Subscriber (such date, including as so extended, the “Closing Date”). At least three (3) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one Business Day business days prior to the Closing Date as set forth in the Closing NoticeDate, Subscriber shall provide deliver to the Pricing Date Notice as defined Company, to be held in escrow until the Forward Purchase Agreement and deliver Closing, the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Acquired Shares by wire transfer of United States U.S. dollars in immediately available funds to the account specified by the Company in Annex B hereto. Immediately prior to the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds closing of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) Transaction on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructionsa) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber, and (b) upon such release, the Company shall deliver to Subscriber (i) the Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (ii) as promptly as practicable after the Closing, evidence written notice from the Company’s Company or its transfer agent of evidencing the issuance to Subscriber of the Subscribed Acquired Shares on and as of the Closing Date. (c) . In the event that the consummation of the Transactions Closing does not occur within two Business Days after the anticipated Closing Date specified in on the Closing NoticeDate, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event not later than three Business Days after the anticipated Closing Date specified in the Closing Noticeone (1) business day thereafter) return the funds so delivered by Subscriber by wire transfer in immediately available funds Purchase Price to Subscriber. b. The Closing shall be subject to the account specified by Subscriberconditions that, on the Closing Date: (i) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (ii) all representations and any book entries warranties of the Company and Subscriber contained in this Subscription Agreement shall be deemed cancelled. Notwithstanding such return true and correct in all material respects (other than representations and warranties that are qualified as to materiality or cancellation Material Adverse Effect (xas defined herein), which representations and warranties shall be true in all respects) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure at and as of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless consummation of the Closing shall constitute a reaffirmation by each of the Company and until Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date, but in each case without giving effect to consummation of the Transaction; (iii) the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (iv) the Company shall have obtained approval of the NASDAQ to list the Acquired Shares (other than the Series B Acquired Shares), subject to official notice of issuance; (v) the Company shall have filed the Certificate of Designation relating to the Series B Preferred Stock with the State of Delaware; (vi) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is terminated then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition; (vii) the Company shall have received proceeds from debt or equity financings on terms satisfactory to the Company that, together with the proceeds from the sale of the Acquired Shares hereunder, will be sufficient for the Company to pay the purchase price for the Transaction pursuant to the Purchase Agreement and the Assignment on the Closing Date; (viii) the Transaction shall be consummated substantially concurrently with the Closing in accordance with Section 6 hereinthe terms of the Purchase Agreement. c. At the Closing, Subscriber the parties hereto shall remain obligated execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to redeliver funds to the Company, as set forth be practical and necessary in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated order to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of Subscription as contemplated by this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. (a) The With respect to each Acquired Companies Acquisition, subject to the satisfaction of the Closing Conditions applicable to such Acquired Companies Acquisition, or the waiver thereof by the Party entitled to waive the applicable Closing Condition, the closing of the sale of the Interest and the consummation of the Subscription contemplated hereby such Acquired Companies Acquisition (the each, a “Closing”) shall occur take place at the offices of Seller (or at such other place as the Parties may designate in writing) on the closing third (3rd) Business Day following the date on which all of the Transactions applicable Closing Conditions have been satisfied (other than Closing Conditions that by their nature are to be satisfied at the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions satisfaction or waiver of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for such Closing Conditions) or waived by the Forward Purchase Agreement shall occur subsequently Party entitled to waive the applicable Closing Condition, unless another date is agreed to in writing by Purchaser and Seller. Unless otherwise agreed by the Parties in writing, the Closing Date following the delivery shall be deemed effective and all right, title and interest of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth Seller in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject applicable Interest to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares be acquired by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds Purchaser shall be held by the Company in escrow, segregated from and not comingled with the other funds considered to have passed to Purchaser as of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until 12:01 a.m. Eastern Time on the Closing Date. Upon satisfaction (The Closing of any Acquired Companies Acquisition may occur simultaneously with the Closing or Closings of one or more other Acquired Companies Acquisitions or the Closings of one or more Acquired Companies Acquisitions may occur on separate Closing Dates, subject in each case to each Closing occurring prior to the termination of this Agreement or, if applicable, waiver) the partial termination of this Agreement with respect to the conditions set forth in this Section 2, the Company shall deliver Acquired Companies Acquisition with respect to Subscriber (i) on which the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance is to Subscriber of the Subscribed Shares on and as of the Closing Dateoccur. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. (a) The consummation closing of the Subscription sale of the Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such timeof, with such Closing occurring substantially concurrently with (but not before) and immediately prior to, the consummation of the Transactions and subject Transaction. Following written notice from (or on behalf of) the Company to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber undersigned (the “Closing Notice”) specifying that the Company reasonably expects (i) all conditions to the anticipated Closing Date closing of the Transaction to be satisfied or waived and (ii) the wire instructions for delivery Closing to occur on a date that is not less than five (5) business days from the date of the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber the undersigned shall provide deliver to the Pricing Date Notice as defined Company, at least two (2) business days prior to the anticipated Closing date specified in the Forward Purchase Agreement Closing Notice (the “Closing Date”), or such other time agreed to between the Company and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of undersigned, the Forward Purchase Agreement as it relates to Additional Shares, subscription amount for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by Notice against delivery to the Company in escrow, segregated from and not comingled with the other funds undersigned of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), form as set forth in the name of Subscriber following sentence. The Company shall deliver (or cause the delivery of) (i) the Shares in book entry form to the undersigned (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action or to a custodian designated by the Company or Subscriber)undersigned, as applicable, as indicated below and (ii) as promptly as practicable after the Closing, written evidence from the Company’s transfer agent of reflecting the issuance to Subscriber of the Subscribed such Shares on and as of the Closing Date. (c) In . This Subscription Agreement shall terminate and be of no further force or effect, without any liability to either party hereto, if the event Company notifies the undersigned in writing that it has abandoned its plans to move forward with the consummation Transaction. If this Subscription Agreement terminates following the delivery by the undersigned of the Transactions does not occur within two Business Days after purchase price for the anticipated Closing Date specified in the Closing NoticeShares, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event not later than three Business Days after the anticipated Closing Date specified in the Closing Noticetwo (2) business days thereafter) return the funds so delivered by Subscriber by wire transfer in immediately available funds purchase price to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of businessundersigned.

Closing. (a) The consummation closing of the Subscription sale of the Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such timeof, with such Closing occurring and substantially concurrently with (but not before) and conditioned upon the consummation effectiveness of the Transactions Transaction and subject to immediately after the terms Merger (as defined in the Transaction Agreement). Upon (i) satisfaction or waiver of the conditions set forth in this Section 2 and conditions Section 3 of this Subscription Agreement. The purchase Agreement and (ii) delivery of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently written notice from (or on behalf of) FSD to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber Investor (the “Closing Notice”) specifying (i) that FSD reasonably expects all conditions to the anticipated Closing Date and (ii) the wire instructions for delivery closing of the Purchase Price Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Company. No later than one Business Day prior undersigned (the “Closing Date”), the Investor shall deliver to FSD on the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares Subscription Amount by wire transfer of United States dollars in immediately available funds to the account account(s) specified by the Company FSD in the Closing Notice, and such funds Notice (which account shall not be held an escrow account) against delivery by FSD to the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) Investor on the Closing Date, Date (A) the Subscribed number of Shares set forth on the signature page of this Subscription Agreement in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber the Investor (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action or to a custodian designated by the Company or Subscriber)Investor, as applicable, and (iiB) as promptly as practicable after the Closing, evidence from the CompanyFSD’s transfer agent of evidencing the issuance to Subscriber the Investor of the Subscribed such Shares on and as of the Closing Date. (c) In . If the event that the consummation closing of the Transactions Transaction does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing NoticeDate, unless otherwise agreed to in writing by the Company and Subscriber, the Company, FSD shall promptly (but in no event not later than three two (2) Business Days after the anticipated Closing Date specified in the Closing NoticeDate) return the funds so delivered by Subscriber the Investor to FSD by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing NoticeInvestor. For the purposes of this Subscription Agreement, “Business Daybusiness day” means a day, shall mean any day other than a (a) any Saturday or Sunday, Sunday or (b) any other day on which commercial banks in New York, New York and Boston, Massachusetts are open for the general transaction of business.

Closing. (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions Transaction (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time), with such Closing occurring immediately prior to or substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date NoticeTransaction. (b) Promptly At least one (1) Business Day before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one (1) Business Day prior to the anticipated Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares Warrants by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall to be held by the Company in escrow, escrow or a segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), account until the Closing DateClosing. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on at the Closing Date, a Common Stock Purchase Warrant representing the Subscribed Shares Warrants in book entry formthe form of Annex B hereto, free and clear of any liens liens, charges, mortgages, pledges, claims, equities, encumbrances and other third party rights or other restrictions (other than those arising under this Subscription Agreement Agreement, the organizational documents of the Company or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or the Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) . In the event that the consummation of the Transactions Transaction does not occur within two one (1) Business Days Day after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriber, the Company, Company shall promptly (but in no event later than three two (2) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and the Common Stock Purchase Warrants and any book entries records of the Subscribed Warrants on the Company’s books and records shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company, as set forth in the Closing Notice, Company following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice2. For the purposes of this Subscription Agreement, “Business Day” means a day, any day other than a Saturday or Sunday, or any other day on which commercial banks located in New York, New York are open required or authorized by law to be closed for the general transaction of business.

Closing. (a) The consummation closing of the Subscription sale, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur on contingent upon, and substantially concurrent with the closing date effectiveness of the Transactions Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject ListCo to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber Investor (the “Closing Notice”) specifying (i) ), that ListCo reasonably expects all conditions to the anticipated Closing Date and (ii) the wire instructions for delivery closing of the Purchase Price Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Company. No later than one Business Day Investor, the Investor shall deliver to ListCo, three (3) business days prior to the Closing Date as set forth anticipated closing date specified in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company any other information that is reasonably requested in the Closing NoticeNotice in order for the PIPE Securities to be issued to the Investor, and such funds shall be held by including, without limitation, the Company in escrow, segregated from and not comingled with the other funds legal name of the Company (person in whose name such securities are to be issued and in no event will such funds be held in the Trust Account (a duly executed Internal Revenue Service Form W-9 or W-8, as defined below)), until the Closing Dateapplicable. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on On the Closing Date, ListCo shall issue a number of PIPE Securities to the Subscribed Investor set forth on the signature page to this Subscription Agreement, including by delivering a fully executed Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of any all liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber the Investor on ListCo’s share register. In lieu of paying the Subscription Amount, Investor hereby agrees that it shall not exercise its right to redeem the number of Class A Shares (or its nominee or custodian in accordance with its delivery instructionsas defined below) (and set forth on the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber)signature page hereto, and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and which it currently holds as of the Closing Date. (c) In the event that date of this Subscription Agreement, prior to and in connection with the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated Transaction in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice16 hereof. For the purposes of this Subscription Agreement, “Business Daybusiness day” means a day, shall mean any day other than a Saturday Saturday, Sunday or Sunday, a day on which commercial banks banking institutions in New York, New York are open authorized or required to close for the general transaction of business.

Closing. (a) The consummation closing of the Subscription sale of the Equity Support Shares contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring and is expected to occur substantially concurrently with the Transaction Closing. Subject to the satisfaction or waiver of the conditions set forth in this Section 2 and in Section 3 below, upon delivery of written notice from (but not beforeor on behalf of) the consummation of the Transactions and subject Issuer to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to each Subscriber (the “Closing Notice”) specifying (i) ), that the anticipated Issuer reasonably expects all conditions to the Transaction Closing to be satisfied or waived on an expected Closing Date and that is not less than ten (ii10) business days from the wire instructions for delivery of date on which the Purchase Price Closing Notice is delivered to the Company. No later than one Business Day prior Subscribers, each Subscriber shall deliver to the Collateral Account, on the expected Closing Date as set forth specified in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in amount equal to (x) the Forward Purchase Agreement and deliver number of its Equity Support Shares, multiplied by (y) the Purchase Per Share Subscription Price (subject as applicable to adjustment as described belowsuch Subscriber, the “Subscription Amount”) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by Collateral Account; provided, that, as a condition to each Subscriber’s obligation to deliver the Company in Subscription Amount to the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2Collateral Account, the Company Issuer shall deliver to Subscriber have made (i) on the Closing Date, Collateral Account Deposit minus the Subscribed Shares in book entry form, free and clear of any liens or other restrictions Subscription Amount (other than those arising under this Subscription Agreement or applicable securities laws), in as evidenced by a statement from the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action Collateral Account issued by the Company or Subscriber), Securities Intermediary) and (ii) as promptly as practicable after have paid or caused to be paid to each Subscriber an amount in USD (the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c“Option Premium”) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds equal to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation product of (x) a failure to close on the anticipated Closing Date shall not, USD 0.10 multiplied by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this a pro rata portion of 5,000,000, based on the ratio that the Maximum Subscription Agreement is terminated in accordance with Section 6 herein, Amount of such Subscriber shall remain obligated to redeliver funds bears to the CompanyTotal Maximum Subscription Amount, as set forth in Schedule B (the “Option Premium Payment”). On the Closing NoticeDate and prior to the release of the Subscription Amount by each Subscriber, following the CompanyIssuer shall (i) issue the Equity Support Shares against payment of the Subscription Amount to each Subscriber and cause the Equity Support Shares to be registered in book entry form in the name of such Subscriber on the Issuer’s delivery to Subscriber share register (which book entry records shall contain an appropriate notation concerning transfer restrictions of a new Closing Notice the Equity Support Shares, in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction applicable securities laws of the conditions set forth in this Section 2 following states of the CompanyUnited States and other applicable jurisdictions), and will provide to such Subscriber evidence of such issuance from the Issuer’s delivery transfer agent (the “Transfer Agent”), (ii) deposit or cause to be deposited each Collateral Account Deposit directly to the Collateral Account (less, for the avoidance of doubt, the Subscription Amount) , and (iii) pay or cause to be paid to each Subscriber of a new Closing Noticethe Option Premium Payment. For the purposes of this Subscription Equity Support Agreement, “Business Daybusiness day” means shall mean a day, other than a Saturday Saturday, Sunday or Sunday, other day on which commercial banks in New York, New York are open authorized or required by law to close. Prior to or at the Closing, each Subscriber shall deliver to the Issuer a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the consummation of the Transaction does not occur within two (2) business days after the Closing Date under this Equity Support Agreement, the Issuer shall promptly (but not later than two (2) business days thereafter) return the Subscription Amount to each Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by such Subscriber, and any book entries for the general transaction Equity Support Shares shall be deemed repurchased and cancelled; provided that, unless this Equity Support Agreement has been terminated pursuant to Section 8 hereof, such return of businessfunds shall not terminate this Equity Support Agreement or relieve any Subscriber of its obligation to purchase the Equity Support Shares at the Closing.

Closing. (a) The consummation closing of the Subscription contemplated hereby (the “Closing”) shall occur on the date of, and immediately prior to, the consummation of the Transaction. Not less than three (3) Business Days prior to the anticipated closing date of the Transactions Transaction (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date), the Company shall deliver provide written notice to Subscriber (the “Closing Funding Notice”) specifying of the anticipated Closing Date, the Applicable Purchase Price for the Shares and instructions for wiring the Applicable Purchase Price for the Shares. For the purposes hereof, “Business Day” means a day, other than Saturday, Sunday or such other day on which commercial banks in New York, New York are authorized or required by applicable laws to close. No later than 5:00 PM EST on the date that is two (i2) Business Days prior to the anticipated Closing Date and (iiand, in any event, no more than one (1) Business Day following the wire instructions for delivery Company’s provision of the Purchase Price Funding Notice pursuant to the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Noticethis Section 3.1), Subscriber shall provide deliver to the Pricing Date Notice as defined in Company the Forward Purchase Agreement and deliver the Applicable Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Funding Notice, and such funds shall to be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), escrow until the Closing DateClosing. Upon At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 23, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book book-entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and or to a custodian designated by Subscriber, as applicable. In the Purchase Price shall be released from escrow automatically and without further action by event the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent closing of the issuance to Subscriber of the Subscribed Shares Business Combination does not occur on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event not later than three two (2) Business Days after the anticipated Closing Date specified in the Closing Noticethereafter) return the funds so delivered by Subscriber by wire transfer in immediately available funds Applicable Purchase Price to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time), with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly At least five (5) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one (1) Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. The aggregate Purchase Price set forth on the signature page hereto shall be reduced by an amount equal to the product of (x) the number of Redeemed Shares that Subscriber owns at the time of the Closing that, after the date hereof, have been withdrawn from being subject to the Redemption Obligation and that otherwise would have been redeemed and are not included as Recycled Shares as such term is defined in the Forward Purchase Agreement (as defined below) multiplied by (y) the Redemption Price (the “Redemption Adjustment Amount”). To the extent that the Redemption Adjustment Amount exceeds the aggregate Purchase Price set forth on the signature page, Subscriber shall not deliver any Purchase Price to the Company for the Subscribed Shares, and the Company shall instead deliver on the Closing Date the amount by which the Redemption Adjustment Amount exceeds the aggregate Purchase Price set forth on the signature page to Subscriber by wire transfer of United States dollars in immediately available funds to such account as Subscriber specifies to the Company from the Company’s Trust Account. In this regard, Subscriber hereby represents to the Company that it is not the owner of any Redeemed Shares as of the date hereof. (c) In the event that the consummation of the Transactions does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three (3) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly At least five (5) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one (1) Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three (3) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. (a) The consummation closing of the Subscription sale of the Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur on the date of, and substantially concurrently with and conditioned upon the effectiveness of, the Transaction. Upon (a) satisfaction or waiver of the conditions set forth in Section 3 below and (b) delivery of written notice from (or on behalf of) SPAC to the Investor (the “Closing Notice”), that SPAC reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to SPAC, three (3) business days prior to the anticipated closing date of specified in the Transactions Closing Notice (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time), with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares Subscription Amount by wire transfer of United States dollars in immediately available funds to the account account(s) specified by the Company SPAC in the Closing Notice, Notice and such funds shall be held by (ii) the Company in escrow, segregated from and not comingled with the other funds legal name of the Company (person in whose name such Shares are to be issued and in no event will such funds be held in the Trust Account (a duly executed Internal Revenue Service Form W-9 or W-8, as defined below)), until the Closing Dateapplicable. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on On the Closing Date, SPAC shall issue a number of Shares to the Subscribed Investor set forth on the signature page to this Subscription Agreement and subsequently cause such Shares to be registered in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under this Subscription Agreement Agreement, the organizational documents of SPAC or applicable state or federal securities laws), ) in the name of Subscriber the Investor (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In , on SPAC’s share register; provided, however, that SPAC’s obligation to issue the event that Shares to the consummation of Investor under this Subscription Agreement is contingent upon SPAC having received the Transactions Subscription Amount in full accordance with this Section 2. If the Closing does not occur within two Business Days after three (3) business days following the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, SPAC shall promptly (but in no event not later than three Business Days after the anticipated Closing Date specified in the Closing Noticeone (1) business day thereafter) return the funds so delivered by Subscriber Subscription Amount in full to the Investor by wire transfer of United States dollars in immediately available funds to the account specified by Subscriberfunds, and any book entries of Shares shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Daybusiness day” means shall mean a day, day other than a Saturday Saturday, Sunday or Sunday, other day on which commercial banks in New York, New York are open for the general transaction of businessauthorized or required by law to close.

Closing. (a) The consummation closing of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of, and immediately prior to (but subject to), the consummation of the Transactions (the date of the Closing, the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with ). Upon written notice from (but not beforeor on behalf of) the consummation of Issuer and the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice SPAC to Subscriber (the “Closing Notice”) specifying at least ten (i10) Business Days prior to the anticipated date that the Issuer and the SPAC reasonably expect all conditions to the closing of the Transactions to be satisfied (the “Expected Closing Date and Date”), Subscriber shall deliver to the Issuer no later than three (ii3) Business Days prior to the wire instructions for delivery of Expected Closing Date, the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares Shares, by wire transfer of United States dollars in immediately available funds to the account specified by the Company Issuer and the SPAC in the Closing Notice, and such funds shall to be held by the Company Issuer in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), escrow until the Closing DateClosing. Upon satisfaction If the Transactions are not consummated on or prior to the fifth (or, if applicable, waiver5th) of Business Day after the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Expected Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, Issuer shall promptly (but in no event later than three two (2) Business Days after the anticipated Closing Date specified in the Closing Noticethereafter) return the funds so delivered by Purchase Price to Subscriber by wire transfer of United States dollars in immediately available funds to the an account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation return, (xi) a failure to close on the anticipated Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 3 to be satisfied or waived on or prior to the Closing Date, and (yii) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company, as set forth in the Closing Notice, Issuer following the CompanyIssuer’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following 3. At the Company’s delivery Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, the Issuer shall issue to Subscriber (or the funds and accounts designated by Subscriber if so designated by Subscriber, or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable the Subscribed Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), which Subscribed Shares, unless otherwise determined by the Issuer, shall be uncertificated, with record ownership reflected only in the register of shareholders of the Issuer (a new copy of which showing Subscriber as the owner of the Subscribed Shares on and as of the Closing NoticeDate shall be provided to Subscriber on the Closing Date or promptly thereafter). For the purposes of this Subscription Agreement, “Business Day” means a dayany day that, other than a Saturday or Sunday, on which commercial banks in New York, New York York, is neither a legal holiday nor a day on which banking institutions are open for the general transaction of businessgenerally authorized or required by law or regulation to close.

Closing. (a) 8.1 The consummation closing of the Subscription contemplated hereby purchase and sale of the Firm Shares shall take place at the Closing Time at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP in Vancouver, British Columbia. 8.2 The closing of the purchase and sale of any Option Shares shall be completed at the Closing Time on such date (the “Closing”) shall occur on the closing date of the Transactions (the “Option Closing Date”) for those Subscribed Shares that ), which may be the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares same as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following but shall in no event be earlier than the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, nor less than three nor more than five business days after the Company shall deliver written giving of the notice hereinafter referred to Subscriber (provided that if the “Closing Notice”) specifying (i) the anticipated Option Closing Date and (ii) is the wire instructions for delivery of same as the Purchase Price to the Company. No later Closing Date, such notice may be given not less than one Business Day two business days prior to the Option Closing Date Date), as set forth shall be specified in a written notice from the Lead Underwriter, on behalf of the Underwriters, to the Corporation of the Underwriters’ determination to purchase that number of Option Shares specified in such notice. The closing of the purchase and sale of any Option Shares shall be completed at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP in Vancouver, British Columbia. If the Over-Allotment Option is exercised, all of the provisions of this Agreement relating to the purchase by the Underwriters of the Firm Shares shall apply mutatis mutandis in relation to the purchase by the Underwriters of any Option Shares at the Closing NoticeTime on the Option Closing Date. 8.3 At the Closing Time, Subscriber the Corporation shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement deliver to CDS Clearing and deliver the Purchase Price Depository Services Inc. (subject to adjustment as described below) after netting for requirements as described in Prepayment “CDS”), on behalf of the Forward Purchase Agreement Underwriters, in electronic or certificated form, the Firm Shares registered in name or names as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to Lead Underwriter may notify the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and Corporation not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until less than two business days before the Closing Date. Upon satisfaction (orThe Lead Underwriter, if applicable, waiver) on behalf of the conditions set forth in this Section 2Underwriters, the Company shall deliver furnish to Subscriber (i) on CDS not less than two business days before the Closing Date, a breakdown of the Subscribed number of Firm Shares to be allocated in the book-based system of CDS to the Underwriters and other brokers or dealers which are participants of CDS and act on behalf of beneficial owners, together with the financial institution numbers of each person to whom Firm Shares are to be allocated in the book-based system. The delivery of the Firm Shares in book entry form, free and clear of any liens electronic or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price certificated form to CDS shall be released from escrow automatically and without further action made against payment by the Company or Subscriber), and (ii) as promptly as practicable after Underwriters to the Closing, evidence from the Company’s transfer agent Corporation of the issuance to Subscriber aggregate purchase price, net of the Subscribed Underwriting Fee, for the Firm Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in section 8.4. 8.4 Payment of the Closing Noticeamount of the aggregate purchase price for the Purchased Shares, following net of the Company’s delivery to Subscriber of a new Closing Notice Underwriting Fee and expenses in accordance with this Section 2 and Subscriber and section 12.1, shall be effected by wire transfer in immediately available Canadian dollars payable to the Company shall remain obligated to consummate Corporation or as the Corporation may otherwise direct the Underwriter in writing not later than 2:00 p.m. (Vancouver time) on the third business day immediately preceding the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of businessDate.

Closing. (a) The consummation closing of the Subscription sale, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur on contingent upon, and substantially concurrent with the closing date effectiveness of the Transactions Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject ListCo to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber Investor (the “Closing Notice”) specifying (i) ), that ListCo reasonably expects all conditions to the anticipated Closing Date and (ii) the wire instructions for delivery closing of the Purchase Price Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Company. No later than one Business Day Investor, the Investor shall deliver to ListCo, three (3) business days prior to the Closing Date as set forth anticipated closing date specified in the Closing Notice, Subscriber shall provide (i) the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares Cash by wire transfer of United States dollars in immediately available funds to the account account(s) specified by the Company ListCo in the Closing NoticeNotice (which account shall not be an escrow account), and such funds shall (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be held by issued to the Company in escrowInvestor, segregated from and not comingled with including, without limitation, the other funds legal name of the Company (person in whose name such securities are to be issued and in no event will such funds be held in the Trust Account (a duly executed Internal Revenue Service Form W-9 or W-8, as defined below)), until the Closing Dateapplicable. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on On the Closing Date, the Subscribed Company Convertible Notes shall be contributed by the Investor to ListCo, and in consideration for the Subscription Amount ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement and deliver a fully executed Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of any all liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Additional Cash in full accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) this Section 2. In the event that the consummation of the Transactions Closing does not occur within two Business Days after (2) business days of the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, ListCo shall promptly (but in no event not later than three Business Days after the anticipated Closing Date specified in the Closing Notice(3) business days thereafter) return the funds so delivered by Subscriber by wire transfer in immediately available funds Additional Cash to the account specified by SubscriberInvestor; provided that, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is has been terminated in accordance with pursuant to Section 6 herein9 hereof, Subscriber such return of funds shall remain obligated not terminate this Subscription Agreement or relieve the Investor of its obligation to redeliver funds to purchase the Company, as set forth in PIPE Securities at the Closing Notice, following upon the Company’s delivery to Subscriber by ListCo of a new subsequent Closing Notice in accordance with this Section 2 and Subscriber and 2. In the event the Closing does not occur, the Company Convertible Notes shall be deemed not to have been contributed by the Investor to ListCo on the Closing Date and shall remain obligated to consummate enforceable obligations against the Closing upon satisfaction of the conditions set forth Company in this Section 2 following the Company’s delivery to Subscriber of a new Closing Noticeaccordance with their terms. For the purposes of this Subscription Agreement, “Business Daybusiness day” means a day, shall mean any day other than a Saturday Saturday, Sunday or Sunday, a day on which commercial banks banking institutions in New York, New York are open authorized or required to close for the general transaction of business.

Closing. (a) The consummation closing of the Subscription contemplated hereby (the “Closing”) shall occur on the a closing date of the Transactions (the “Closing Date”) for those Subscribed Shares specified in the Closing Notice (as defined below), which closing shall occur on the same day, and substantially concurrent with, the Acquisition Closing; provided that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with shall occur no earlier than immediately after the Initial Merger Effective Time (but not beforeas defined in the Business Combination Agreement) (the consummation of the Transactions and subject “Transaction Closing Date”). Not less than ten (10) business days prior to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Transaction Closing Date, the Company Issuer shall deliver provide written notice to Subscriber (the “Closing Notice”) specifying (i) the of such anticipated Transaction Closing Date and (ii) the wire instructions for delivery Closing Date. Subscriber shall deliver, as promptly as practicable following receipt of evidence of issuance of the Shares described below, on the Closing Date the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States U.S. dollars in immediately available funds to the account specified by the Company Issuer in the Closing Notice, and such funds shall be held by . On the Company in escrow, segregated from and not comingled with Closing Date immediately after the other funds of the Company (and in no event will such funds be held in the Trust Account Initial Merger Effective Time (as defined below)), until in the Closing Date. Upon satisfaction (or, if applicable, waiverBusiness Combination Agreement) and prior to the delivery of the conditions set forth in this Section 2Purchase Price for the Shares by the Subscriber, the Company Issuer shall deliver to Subscriber (i1) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action or to a custodian designated by the Company or Subscriber), as applicable; and (ii2) as promptly as practicable after a copy of the Closing, evidence from records of the CompanyIssuer’s transfer agent (the “Transfer Agent”) or other evidence showing Subscriber as the owner of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. Date (cit being understood that the delivery of items (1) and (2) as described in this sentence shall be a condition precedent to Subscriber’s obligation to deliver the Purchase Price). In the event that the consummation Subscriber has not delivered the Purchase Price to the Issuer’s bank account specified in the Closing Notice within one (1) business day of such funding having been initiated in accordance with this agreement (or if such Subscriber has not initiated funding of the Transactions Purchase Price within one (1) business day of the Closing), any book entries in the name of Subscriber shall be deemed cancelled. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York, the Cayman Islands or Singapore are authorized or required by law to close. In the event the Transaction Closing Date does not occur within two Business Days (2) business days after the anticipated expected Transaction Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and SubscriberDate, the Company, Issuer shall promptly (but in no event not later than three Business Days after the anticipated Closing Date specified in the Closing Noticetwo (2) business days thereafter) return the funds so delivered by Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, and any book entries in the name of Subscriber shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) ; provided that unless and until this Subscription Agreement is has been terminated in accordance with pursuant to Section 6 herein5, such return of funds shall not terminate this Subscription Agreement or relieve Subscriber shall remain obligated of its obligation to redeliver funds to purchase the Company, as set forth in Shares at the Closing Notice, following the Company’s upon delivery to Subscriber of a new Closing Notice in accordance with the terms of this Section 2 2.1. Prior to or at Closing, Subscriber shall deliver to Issuer a duly completed and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday executed Internal Revenue Service Form W-9 or Sunday, on which commercial banks in New York, New York are open for the general transaction of businessappropriate Form W-8.]

Closing. (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly At least two Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that , immediately prior to or concurrently with, and conditioned upon the Forward Purchase Agreement provides will be purchased at such timeeffectiveness of, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions Transaction and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly At least two (2) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one (1) Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)Company), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares and Subscribed Warrants in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares and the Subscribed Warrants on and as of the Closing Date. (c) Notwithstanding Section 2(b), if Subscriber informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures in Section 2(b), the following shall apply: (i) no later than two (2) Business Days prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Company such information that the Company reasonably requests in order for the Company to issue the Subscribed Securities, including, without limitation, the name of the person in whose name the Subscribed Securities are to be issued (or a nominee as indicated by Subscriber) and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable, (ii) upon confirmation of Subscriber’s available funds necessary to initiate the wiring of the Purchase Price for the Subscribed Securities, but prior to Subscriber’s release of its payment of the Purchase Price for the Subscribed Securities, on the Closing Date the Company shall issue and deliver to Subscriber the Subscribed Securities, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book entry form in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable and a copy of the records of the Company’s transfer agent showing Subscriber (or its nominee in accordance with its delivery instructions) as the registered holder of the Subscribed Securities on and as of the Closing Date, and (iii) at 8:00 a.m. New York City time on the Closing Date (or as soon as practicable following receipt of evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Securities on and as of the Closing Date), Subscriber shall deliver the Purchase Price by wire transfer of United States dollars in immediately available funds to the account(s) specified by the Company in the Closing Notice (which shall not be escrow accounts). (d) In the event that the consummation of the Transactions Transaction does not occur within two five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, Company shall promptly (but in no event later than three seven (7) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, Company following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice2. For the purposes of this Subscription Agreement, “Business Day” means a day, any day other than a Saturday or Sunday, or any other day on which commercial banks located in New York, New York are open required or authorized by law to be closed for the general transaction of business.

Closing. (a) The In the event Purchaser is entitled to and wishes to exercise the Top-Up Option, it shall send to the Company a written notice (the date of which being herein referred to as the "NOTICE DATE") specifying a place and date not earlier than three business days nor later than ten business days from the Notice Date for the closing of such purchase (the "CLOSING DATE"); PROVIDED, that if the closing of such purchase cannot be consummated by reason of any applicable judgment, injunction, decree, order, law or regulation, the period of time that would otherwise run pursuant to this sentence shall run instead from the date on which such restriction on consummation has expired or been terminated; and PROVIDED, further, that if prior notification to or approval of any regulatory or antitrust agency is required in connection with such purchase, Purchaser shall promptly file the required notice or application for approval, shall promptly notify the Company of such filing, and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which any required notification periods have expired or been terminated or such approvals have been obtained and any requisite waiting period or periods shall have passed. Any exercise of the Subscription contemplated hereby (the “Closing”) Top-Up Option shall be deemed to occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Notice Date following the delivery of a Pricing Date Noticerelating thereto. (b) Promptly before At the anticipated Closing Dateclosing referred to in subsection (a) of this Section 3, the Company Purchaser shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) pay to the anticipated Closing Date Company the aggregate purchase price for the shares of Common Stock purchased pursuant to the exercise of the Top-Up Option in immediately available funds by wire transfer to a bank account designated by the Company (PROVIDED that failure or refusal of the Company to designate such a bank account shall not preclude Purchaser from exercising the Top-Up Option by delivery of a certified check or bank draft) and (ii) the wire instructions for delivery of the Purchase Price present and surrender this Agreement to the Company. No later than one Business Day prior to . (c) At such closing, simultaneously with the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment delivery of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company as provided in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company subsection (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiverb) of the conditions set forth in this Section 23, the Company shall deliver to Subscriber Purchaser a certificate or certificates representing the number of shares of Common Stock purchased by Purchaser. (id) on Certificates for Common Stock delivered at a closing hereunder may be endorsed with a restrictive legend that shall read substantially as follows: "The transfer of the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other shares represented by this certificate is subject to resale restrictions (other than those arising under this Subscription Agreement or applicable securities laws (including the Securities Act of 1933, as amended)." It is understood and agreed that the reference to the resale restrictions arising under applicable securities laws, including the Securities Act of 1933, as amended (the "SECURITIES ACT"), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price above legend shall be released from escrow automatically and removed by delivery of substitute certificate(s) without further action by such reference if Purchaser shall have delivered to the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence a copy of a letter from the Company’s transfer agent staff of the issuance Securities and Exchange Commission, or an opinion of counsel, in form and substance reasonably satisfactory to Subscriber the Company, to the effect that such legend is not required for purposes of the Subscribed Shares on and Securities Act or other applicable securities laws. In addition, such certificates shall bear any other legend as of the Closing Datemay be required by law. (ce) In Upon the event that giving by Purchaser to the consummation Company of the Transactions does not occur within two Business Days after written notice of exercise of the anticipated Closing Date specified in Top-Up Option provided for under subsection (a) of this Section 3 and the Closing Notice, unless otherwise agreed to in writing by tender of the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer applicable purchase price in immediately available funds to the account specified by Subscriberfunds, and any book entries Purchaser shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure the holder of any record of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to shares of Common Stock issuable upon such exercise, notwithstanding that the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber stock transfer books of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to consummate Purchaser. The Company shall pay all expenses, and any and all United States federal, state and local taxes and other charges that may be payable in connection with the Closing upon satisfaction preparation, issue and delivery of the conditions set forth in stock certificates under this Section 2 following 3 in the Company’s delivery to Subscriber name of a new Closing Notice. For the purposes of this Subscription AgreementPurchaser or its assignee, “Business Day” means a day, other than a Saturday transferee or Sunday, on which commercial banks in New York, New York are open for the general transaction of businessdesignee.

Closing. (a) The consummation closing of the Subscription purchase and sale of the Acquired Shares contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions Transaction (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring and shall occur substantially concurrently with (but not before) with, the consummation closing of the Transactions and subject Transaction. Upon delivery of written notice from (or on behalf of) B▇▇▇▇ or Target to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber Investor (the “Closing Notice”) specifying (i) ), that B▇▇▇▇ and Target reasonably expect all conditions to the anticipated Closing Date and (ii) the wire instructions for delivery closing of the Purchase Price Transaction to be satisfied or waived on an expected closing date that is not less than ten (10) business days from the date on which the Closing Notice is delivered to the Company. No later than one Business Day Investor, the Investor shall deliver to B▇▇▇▇ at least five (5) business day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment closing date of the Forward Purchase Agreement as it relates to Additional SharesTransaction, for the Subscribed Shares Subscription Amount by wire transfer of United States dollars in immediately available funds to the account account(s) specified by the Company B▇▇▇▇ in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on On the Closing Date, B▇▇▇▇ shall issue the Subscribed Acquired Shares to the Investor and promptly cause such Shares to be registered in restricted, book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), form in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares Investor on and as of the Closing Date. (c) B▇▇▇▇’▇ share register. In the event that the consummation closing of the Transactions Transaction does not occur within two Business Days after five (5) business days of the anticipated Closing Date specified expected closing date in the Closing Notice, unless otherwise agreed to in writing by B▇▇▇▇, Target and the Company and SubscriberInvestor, the Company, B▇▇▇▇ shall promptly (but in no event not later than three Business Days after the anticipated Closing Date specified in the Closing Noticetwo (2) business days thereafter) return the funds so delivered by Subscriber Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriberthe Investor, and any book entries or share certificates shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not; provided, by itselfhowever, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is has been terminated in accordance with pursuant to Section 6 herein9 hereof, Subscriber such return of funds shall remain obligated not terminate this Subscription Agreement or relieve the Investor of its obligations to redeliver funds to purchase the Company, as set forth in Acquired Shares at the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing NoticeClosing. For the purposes of this Subscription Agreement, “Business Daybusiness day” means shall mean a day, other than a Saturday Saturday, Sunday or Sunday, other day on which commercial banks in New York, New York are open for authorized or required by law to close. Prior to or at the general transaction of businessClosing, Investor shall deliver to B▇▇▇▇ a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.

Closing. (a) The consummation closing of the Subscription sale, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur on contingent upon, and substantially concurrent with the closing date effectiveness of the Transactions Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject ListCo to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber Investor (the “Closing Notice”) specifying (i) ), that ListCo reasonably expects all conditions to the anticipated Closing Date and (ii) the wire instructions for delivery closing of the Purchase Price Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Company. No later than one Business Day Investor, the Investor shall deliver to ListCo, three (3) business days prior to the Closing Date as set forth anticipated closing date specified in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company any other information that is reasonably requested in the Closing NoticeNotice in order for the PIPE Securities to be issued to the Investor, and such funds shall be held by including, without limitation, the Company in escrow, segregated from and not comingled with the other funds legal name of the Company (person in whose name such securities are to be issued and in no event will such funds be held in the Trust Account (a duly executed Internal Revenue Service Form W-9 or W-8, as defined below)), until the Closing Dateapplicable. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on On the Closing Date, ListCo shall issue a number of PIPE Securities to the Subscribed Investor set forth on the signature page to this Subscription Agreement, including by delivering a fully executed Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of any all liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber the Investor on ListCo’s share register. In lieu of paying the Subscription Amount, Investor hereby agrees that it shall not exercise its right to redeem the Investor ARYA Shares (or its nominee or custodian as defined below) in accordance connection with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated Transaction in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice16 hereof. For the purposes of this Subscription Agreement, “Business Daybusiness day” means a day, shall mean any day other than a Saturday Saturday, Sunday or Sunday, a day on which commercial banks banking institutions in New York, New York are open authorized or required to close for the general transaction of business.

Closing. (a) The consummation a. Provided all conditions precedent are satisfied or waived, the closing of the Subscription contemplated hereby purchase and sale of the Assets described in this Agreement (the “"Closing”") shall occur on the closing date take place within 90 days of the Transactions execution of this Agreement (the “"Closing Date”) for those Subscribed Shares that "). In the Forward Purchase Agreement provides will be purchased at such time, with such event the Closing occurring substantially concurrently with (but has not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for occurred by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company Seller shall deliver provide written notice to Subscriber (the “Closing Notice”) specifying Buyer requesting either (i) the anticipated waiver of all conditions precedent set forth in Section 10.a. above by Buyer and the Closing Date and of the transaction contemplated herein within 3 Business Days of Seller's demand thereof or (ii) the wire instructions for delivery termination of this Agreement. Buyer's failure to respond to such notice within 10 days of receipt shall result in a termination of this Agreement. The Closing shall occur at the offices of the Purchase Price to the Company. No later than one Business Day prior to the Closing Date Assets Escrow Holder or such other place as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by Seller and Buyer. b. Before the Company Closing Date of the Assets Escrow, Buyer shall have the absolute right to terminate this Agreement with or without cause by giving written notice of termination to Seller and Subscriberto the Assets Escrow Holder. In the event Buyer terminates this Agreement for any reason other than (1) the failure of the condition precedent set forth in Sections 10(a)(i) or 10(a)(ii), (2) a default on the part of Seller (including the failure of Buyer's conditions precedent due to Seller's action or inaction), (3) or because the City of Mountain View refuses to issue Buyer a building permit after Buyer's commercially reasonable efforts, the CompanyAssets Escrow Holder is instructed to pay to Seller the sum of $13,000 out of the escrow, shall promptly (but pay itself such escrow fees and/or cancellation fees as are applicable and refund the remaining balance of the funds being held in no event later than three Business Days after the anticipated Assets Escrow to Buyer. If this Agreement is terminated by Buyer before the Closing Date specified in because of a claim of a default on the part of Seller (including the failure of Buyer's conditions precedent due to Seller's action or inaction) or because of a refusal by the City of Mountain View, the Assets Escrow Holder shall hold the Deposit until it receives mutual escrow instructions from Buyer and Seller or an appropriate Order from a judge or arbitrator. If this Agreement is terminated by Buyer before the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) date as a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be result of a failure of any of the conditions to Closing a condition precedent set forth in Section 10(a)(i) or 10(a)(ii), the Assets Escrow Holder shall refund the full balance of the funds being held in the Assets Escrow to Buyer (less Buyer's portion of applicable escrow and/or cancellation fees). c. If this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as terminates for any reason other than those set forth in subsection (b) above, the Closing Notice, following Assets Escrow Holder is instructed to pay to Seller the Company’s delivery to Subscriber sum of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction $13,000 out of the conditions set forth escrow, pay itself such escrow fees and/or cancellation fees as are applicable and refund the remaining balance of the funds being held in this Section 2 following the Company’s delivery Assets Escrow to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of businessSeller.

Closing. (a) The consummation closing of the Subscription contemplated hereby (the “Subscription Closing”) is contingent upon the substantially concurrent consummation of the Acquisition and shall occur on substantially concurrently therewith. Not less than three (3) business days prior to the scheduled closing date of the Transactions Acquisition (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time), with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement Sable shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver provide written notice to Subscriber (the “Closing Notice”) specifying of (i) the anticipated such Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the CompanyPrice. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on On the Closing Date, Sable shall deliver, or cause to be delivered, to Subscriber (A) the Subscribed Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under this Subscription Agreement state or applicable federal securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action or to a custodian designated by the Company or Subscriber), as applicable, and (iiB) as promptly as practicable after the Closing, evidence from the Company’s transfer agent a copy of the issuance to records of Sable showing Subscriber as the owner of the Subscribed Acquired Shares on and as of the Closing Date. . No less than two (c2) In business days prior to the event that Closing Date, Subscriber shall deliver to Sable (1) the consummation Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the Transactions does not occur within two Business Days after the anticipated Closing Date account specified by Sable in the Closing Notice, such funds to be held in escrow until the Subscription Closing[, (2) if Sable notifies Subscriber in the Closing Notice that Sable does not intend to consummate the ▇▇▇▇▇▇, a duly executed counterpart of the limited liability company agreement of Sable enclosed herewith (the “Limited Liability Company Agreement”)]1 and (3) such information as is reasonably requested in the Closing Notice in order for Sable to cause the Acquired Shares to be issued and delivered to Subscriber. In the event the closing of the Acquisition does not occur within one (1) business day of the Closing Date, unless otherwise 1 Bracketed language is not included in certain Sable PIPE Subscription Agreements agreed to in writing by Sable and the Company and SubscriberInvestor, the Company, Sable shall promptly (but in no event not later than three Business Days after the anticipated Closing Date specified in the Closing Noticeone (1) business day thereafter) return the funds so delivered by Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not; provided, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) that unless and until this Subscription Agreement is has been terminated in accordance with pursuant to Section 6 hereinhereof, Subscriber such return of the Purchase Price shall remain obligated to redeliver funds to not terminate the Company, as set forth in Subscription Agreement or relieve the Closing Notice, following the Company’s delivery to Subscriber of a new its obligation to purchase the Acquired Shares at the Subscription Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the CompanySable’s delivery to Subscriber of a new Closing Notice. For Prior to the purposes Closing Date, Subscriber shall deliver to Sable a duly completed and executed Internal Revenue Service Form W-9 or appropriate Internal Revenue Service Form W-8. (b) In addition to the conditions set forth in Section 2(a), the Subscription Closing shall be subject to the satisfaction (or waiver (to the extent legally permissible) in writing by the party having the benefit of the applicable condition) of the conditions that, on the Closing Date: (i) solely with respect to Sable, the representations and warranties made by Subscriber in this Subscription Agreement shall be true and correct in all material respects as of the Subscription Closing (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects), in each case without giving effect to the consummation of the Acquisition or the Merger; (ii) solely with respect to Subscriber, the representations and warranties made by Sable in this Subscription Agreement (other than the representations and warranties set forth in Section 3(b), Section 3(d) and Section 3(h)) shall be true and correct in all material respects as of the Subscription Closing (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects), and the representations and warranties made by Sable set forth in Section 3(b), Section 3(d) and Section 3(h) shall be true and correct in all respects as of the Subscription Closing (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all respects as of such date) in each case without giving effect to the consummation of the Acquisition or the Merger; (iii) solely with respect to Subscriber, ▇▇▇▇▇ shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Subscription Closing; (iv) solely with respect to Sable, Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Subscription Closing; (v) [solely with respect to Subscriber, the California State Lands Commission shall have approved for execution (1) Lease 7163 by and between the State of California, as Lessor, and ExxonMobil Corporation or Pacific Offshore Pipeline Company, as Lessee, and (2) Lease 4977 by and between the State of California, as Lessor, and Pacific Offshore Pipeline Company, as Lessee;]2 (vi) there shall not be any law or order of any governmental authority having jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Subscription Agreement; (vii) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, “Business Day” means a dayor initiation or threatening of any proceedings for any of such purposes, shall have occurred; and (viii) all conditions precedent to the closing of the Acquisition shall have been satisfied or waived (other than a Saturday or Sundaythose conditions that may only be satisfied at the closing of the Acquisition, on which commercial banks but subject to satisfaction of such conditions as of the closing of the Acquisition). (c) At the Subscription Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in New York, New York are open for order to consummate the general transaction of businesstransactions contemplated by this Subscription Agreement.

Closing. (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for at such time when those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. Each date of the closing of the purchase of the Subscribed Shares, the “Closing Date”. The closing of the purchase of the Subscribed Shares pursuant to the initial Pricing Date Notice delivered prior to the consummation of the Business Combination shall be referred to as the “First Closing”. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. (a) The consummation closing of the Subscription sale, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur on contingent upon, and substantially concurrent with the closing date effectiveness of the Transactions Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject ListCo to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber Investor (the “Closing Notice”) specifying (i) ), that ListCo reasonably expects all conditions to the anticipated Closing Date and (ii) the wire instructions for delivery closing of the Purchase Price Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Company. No later than one Business Day Investor, the Investor shall deliver to ListCo, three (3) business days prior to the Closing Date as set forth anticipated closing date specified in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company any other information that is reasonably requested in the Closing NoticeNotice in order for the PIPE Securities to be issued to the Investor, and such funds shall be held by including, without limitation, the Company in escrow, segregated from and not comingled with the other funds legal name of the Company (person in whose name such securities are to be issued and in no event will such funds be held in the Trust Account (a duly executed Internal Revenue Service Form W-9 or W-8, as defined below)), until the Closing Dateapplicable. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on On the Closing Date, ListCo shall issue a number of PIPE Securities to the Subscribed Investor set forth on the signature page to this Subscription Agreement, including by delivering a fully executed Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of any all liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber the Investor on ListCo’s share register. In lieu of paying the Subscription Amount, Investor hereby agrees that it shall not exercise its right to redeem the number of Class A Shares (or its nominee or custodian in accordance with its delivery instructionsas defined below) (and set forth on the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber)signature page hereto, and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and which it currently holds as of the Closing Date. (c) In the event that date of this Subscription Agreement, prior to and in connection with the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated Transaction in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice15 hereof. For the purposes of this Subscription Agreement, “Business Daybusiness day” means a day, shall mean any day other than a Saturday Saturday, Sunday or Sunday, a day on which commercial banks banking institutions in New York, New York are open authorized or required to close for the general transaction of business.

Closing. (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions Transaction (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time), with such Closing occurring substantially concurrently with (but not before) and conditioned upon the effectiveness of the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date NoticeTransaction. (b) Promptly At least five (5) Business Days before the anticipated Closing Date, the Company Sio NewCo shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the CompanySio NewCo. No later than one three (3) Business Day Days prior to the anticipated Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares Securities by wire transfer of United States dollars in immediately available funds to the account specified by the Company Sio NewCo in the Closing Notice, and such funds shall be held by the Company Sio NewCo in escrow, in a segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), non-interest bearing account until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions Transaction does not occur within two five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by Pyrophyte, Sio NewCo and the Company and Subscriber, the Company, Sio NewCo shall promptly (but in no event later than three seven (7) Business Days after the anticipated Closing Date specified in the Closing Notice) return all of the funds so delivered by Subscriber to Sio NewCo by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries representing the Subscribed Securities, if any, shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 8 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, Sio NewCo following the CompanySio NewCo’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and the Subscriber and the Company Sio NewCo shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice2. For the purposes of this Subscription Agreement, “Business Day” means a day, any day other than a Saturday or Sunday, or any other day on which commercial banks located in New York, New York or governmental authorities in Canada are open required or authorized by law to be closed for the general transaction of business.

Closing. (a) The consummation closing of the Subscription sale, purchase and issuance of the Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur on the closing date of, and immediately prior to, the effectiveness of the Transactions Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject ARYA to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber Investor (the “Closing Notice”) specifying (i) ), that ARYA reasonably expects all conditions to the anticipated Closing Date and (ii) the wire instructions for delivery closing of the Purchase Price Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Company. No later than one Business Day Investor, the Investor shall deliver to ARYA, three (3) business days prior to the Closing Date as set forth anticipated closing date specified in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares Subscription Amount by wire transfer of United States dollars in immediately available funds to the account account(s) specified by the Company ARYA in the Closing Notice, and Notice (such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds to be held in the Trust Account (as defined belowan escrow by ARYA or in such account(s) specified by ARYA)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on On the Closing Date, ARYA shall issue a number of Shares to the Subscribed Investor set forth on the signature page to this Subscription Agreement and subsequently cause such Shares to be registered in book entry form, free and clear of any all liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian the Investor on ARYA’s share register; provided, however, that ARYA’s obligation to issue the Shares to the Investor is contingent upon ARYA having received the Subscription Amount in full accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) this Section 2. In the event that the consummation of the Transactions Closing does not occur within two Business Days after (2) business days of the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, ARYA shall promptly (but in no event not later than three Business Days after the anticipated Closing Date specified in the Closing Notice(3) business days thereafter) return the funds so delivered by Subscriber by wire transfer in immediately available funds Subscription Amount to the account specified by SubscriberInvestor; provided that, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is has been terminated in accordance with pursuant to Section 6 herein8 hereof, Subscriber such return of funds shall remain obligated not terminate this Subscription Agreement or relieve the Investor of its obligation to redeliver funds to purchase the Company, as set forth in Shares at the Closing Notice, following upon the Company’s delivery to Subscriber by ARYA of a new subsequent Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice2. For the purposes of this Subscription Agreement, “Business Daybusiness day” means a day, shall mean any day other than a Saturday Saturday, Sunday or Sunday, a day on which commercial banks banking institutions in New York, New York are open authorized or required to close for the general transaction of business.

Closing. (a) The consummation closing of the Subscription sale of the Shares contemplated hereby (the “Subscription Closing”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Subscription Closing shall occur on the closing date of of, and immediately prior to, the Transactions Transaction Closing (the “Transaction Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject ). Not less than five business days prior to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the scheduled or anticipated Transaction Closing Date, the Company shall deliver provide written notice to the Subscriber (the “Closing Notice”) specifying (i) setting forth the scheduled or anticipated Transaction Closing Date and Date, (ii) stating that the Company reasonably expects all conditions to the Transaction Closing to be satisfied or waived, and (iii) including wire instructions for delivery of the Purchase Price to the Escrow Agent (as defined below). The Subscriber shall deliver to Continental Stock Transfer & Trust Company. No later than , as escrow agent (the “Escrow Agent”), at least one Business Day business day prior to the Transaction Closing Date as set forth specified in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting Price, which shall be held in a segregated escrow account for requirements as described in Prepayment the benefit of the Forward Purchase Agreement as it relates Subscriber (the “Escrow Account”) until the Subscription Closing pursuant to Additional Sharesthe terms of a customary escrow agreement, for which shall be on terms and conditions reasonably satisfactory to the Subscribed Shares Subscriber to be entered into by the Company and the Escrow Agent (the “Escrow Agreement”), by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. The Company shall provide to the Subscriber, and such funds shall be held by no later than the Company in escrowdate on which the Closing Notice is delivered to the Subscriber, segregated from and not comingled with the other funds a copy of the Company (and executed Escrow Agreement to be in no event will such funds be held in force on the Trust Account (as defined below)), until the Transaction Closing Date. Upon satisfaction (or, if applicable, waiver) of On the conditions set forth in this Section 2Transaction Closing Date, the Company shall deliver to the Subscriber (i) on the Closing Date, the Subscribed Shares in book book-entry form, or, if required by the Subscriber, certificated form, free and clear of any liens or other restrictions whatsoever (other than those arising under this Subscription Agreement state or applicable federal securities lawslaws as set forth herein), in the name of the Subscriber (or its nominee or custodian in accordance with its delivery instructions) or to a custodian designated by the Subscriber, as applicable, and (ii) a copy of the records of the Company’s transfer agent showing the Subscriber (or such nominee or custodian) as the owner of the Shares on and as of the Transaction Closing Date. Upon delivery of the Shares to the Subscriber (or its nominee or custodian, if applicable), the Purchase Price shall be released from escrow the Escrow Account automatically and without further action by the Company or the Subscriber), and (ii) as promptly as practicable after . If the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Transaction Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days one business day after the anticipated Transaction Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, Escrow Agent shall promptly (but in no event not later than three Business Days after the anticipated Closing Date specified in the Closing Noticeone business day thereafter) return the funds so delivered by Purchase Price to the Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the Subscriber. Furthermore, if the Transaction Closing does not occur on the same day as the Subscription Closing, the Escrow Agent (or the Company, if the Purchase Price has been released by the Escrow Agent) shall promptly (but not later than one business day thereafter) return the Purchase Price to the Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the Subscriber, and any book book-entries and, if applicable, certificated shares, shall be deemed cancelled. Notwithstanding cancelled (and, in the case of certificated shares, the Subscriber shall promptly return such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior certificates to the Closing DateCompany or, and (y) unless and until as directed by the Company, to the Company’s representative or agent). If this Subscription Agreement is terminated terminates in accordance with Section 6 herein9 hereof following the delivery by the Subscriber of the Purchase Price for the Shares, the Escrow Agent shall promptly (but not later than one business day after such termination) return the Purchase Price to the Subscriber shall remain obligated to redeliver by wire transfer of U.S. dollars in immediately available funds to the Company, as set forth in account specified by the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of businessSubscriber.

Closing. (a) The consummation closing of the Subscription contemplated hereby sale and purchase of the Membership Interests hereunder (the “Closing”) shall occur take place at the offices of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ (or such other place as the parties may agree), on a date to be mutually agreed upon by the closing date parties, which shall be no later than the third Business Day after the satisfaction or waiver of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will last to be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) satisfied or waived of the conditions set forth in Article VII of this Section 2Agreement (other than conditions that by their terms are to be satisfied as of the Closing) (the “Closing Condition Satisfaction Date”); provided, however, that notwithstanding the Company satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII of this Agreement (other than conditions that by their terms are to be satisfied as of the Closing), Purchaser may elect from time to time, upon written notice received by Parent no later than two Business Days prior to the latest date that the Closing otherwise would be required to occur, to defer the Closing to a date that is no later than 30 days after the third Business Day following the Closing Condition Satisfaction Date. The date on which the Closing shall deliver occur is referred to Subscriber (i) in this Agreement as the “Closing Date.” The Closing shall be deemed to have occurred at 12:01 a.m. on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price such that Purchaser shall be released from escrow automatically and without further action by deemed the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent owner of the issuance to Subscriber of the Subscribed Shares Membership Interests on and as of after the Closing Date. (cb) In addition to any other documents to be delivered or actions to be taken under other provisions of this Agreement, at the event that the consummation Closing, Parent or Holdings, as applicable, shall deliver, or cause to be delivered, to Purchaser each of the Transactions does not occur within two Business Days after following documents (the anticipated “Closing Date specified Deliverables”): (i) an amended and restated Cumberland Lease substantially in the Closing Notice, unless otherwise agreed to in writing form attached hereto as Exhibit B executed by the Company each party thereto; (ii) amended and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified restated Generating Plant Easements substantially in the Closing Noticeform attached hereto as Exhibit C executed by each party thereto; (iii) return an amended Pipeline Agreement substantially in the funds so delivered form attached hereto as Exhibit D executed by Subscriber each party thereto; (iv) an amended Pipeline O&M Agreement substantially in the form attached hereto as Exhibit E executed by wire transfer each party thereto; (v) the Transition Services Agreement executed by Parent and Holdings or their relevant Affiliates substantially in immediately available funds to the account specified form attached hereto as Exhibit H (the “Transition Services Agreement”); (vi) the ACE Tax Exempt Bond Agreement and the DPL Tax Exempt Bond Agreement substantially in the form attached hereto as Exhibits J-1 and J-2, respectively, executed by Subscriber, each party thereto; (vii) the Deepwater Easement executed by each party thereto; (viii) the Amended and any book entries Restated Hay Road and Edge Moor Easement executed by each party thereto; (ix) a written notice of resignation from each of the officers and directors of each of the Companies which shall be deemed cancelled. Notwithstanding such return or cancellation effective as of the Closing Date; (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of all Books and Records which are not located at any of the conditions Generating Plant sites and which Parent and Holdings can reasonably deliver to Closing set forth in this Section 2 Purchaser at or prior to be satisfied or waived on the Closing; provided, however, that (A) any Books and Records not delivered to Purchaser at or prior to the Closing Date, shall be delivered by Parent and Holdings as promptly as practicable following the Closing and (yB) unless subject to Section 6.19, Parent shall be entitled to retain copies of any Books and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds Records relating to the Companybusiness, as set forth in assets or operations (1) of Parent or any of its Affiliates (other than the Companies) and (2) of the Companies to the extent required of Parent or any of its Affiliates (other than the Companies) to comply with obligations of Parent or any of its Affiliates (other than the Companies) arising after the Closing Notice, following pertaining to matters prior to the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated Closing; and (xi) such other documents reasonably required by Purchaser to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of businesstransactions contemplated hereby.

Closing. (a) The a. Subject to the terms of this Subscription Agreement, the consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring Date immediately prior to or substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date NoticeTransaction. b. At least five (b5) Promptly Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than two (2) Business Days after receiving the Closing Notice, Subscriber shall deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber. Subscriber shall deliver to the Company, no later than one (1) Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver (a) the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall to be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), escrow until the Closing Dateand (b) such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber at the Closing. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on at the Closing DateClosing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable state or federal securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action or to a custodian designated by the Company or Subscriber), as applicable, and (ii) as promptly as practicable after the Closing, evidence written notice from the Company’s Company or its transfer agent of evidencing the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) . In the event that the consummation of the Transactions Transaction does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, Company shall promptly (but in no event later than three one (1) Business Days after the anticipated Closing Date specified in the Closing NoticeDay thereafter) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, Subscriber and any book entries shall be deemed cancelled. Subscriber shall not be required to deliver to the Company on more than two (2) occasions, the Purchase Price pursuant to a Closing Notice. Notwithstanding such return or cancellation (x) cancellation, a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, any day other than a Saturday Saturday, Sunday or Sunday, a day on which commercial banks in New York, the Federal Reserve Bank of New York are open for the general transaction of businessis closed.

Closing. (a) The consummation closing of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such timeof, with such Closing occurring and substantially concurrently with (but not before) with, the consummation of the Transactions (it being understood that Placement Shares and subject Warrant Shares shall be entitled to one vote per share as a result of consummation of the terms and conditions of this Subscription AgreementTransactions). The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver Upon written notice from (or on behalf of) Strive to Subscriber (the “Closing Notice”) specifying at least two (i2) Business Days prior to the anticipated date that Strive reasonably expects all conditions to the closing of the Transactions to be satisfied (the “Expected Closing Date and Date”), Subscriber shall deliver, no later than one (ii1) Business Days prior to the wire instructions for delivery of Expected Closing Date, the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares Placement Securities, by wire transfer of United States dollars in immediately available funds to the account specified by the Company Strive in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds to be held in the Trust Account (as defined below)), escrow until the Closing DateClosing. Upon satisfaction If the Transactions are not consummated on or prior to the fifth (or, if applicable, waiver5th) of Business Day after the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Expected Closing Date, Strive and the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and Issuer agree that the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance returned to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer of United States dollars in immediately available funds to the an account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation return, (xi) a failure to close on the anticipated Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 3 to be satisfied or waived on or prior to the Closing Date, and (yii) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company, as set forth in the Closing Notice, instructed by Strive following the CompanyStrive’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following 3. At the Company’s delivery Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, the Issuer shall deliver to Subscriber the Placement Shares in book entry or certificated form (at the Subscriber’s election) and the Placement Warrants and Placement Pre-Funded Warrants in certificated form, each in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a new Closing Noticecustodian designated by Subscriber, as applicable. For the purposes of this Subscription Agreement, “Business Day” means a dayany day that, other than a Saturday or Sunday, on which commercial banks in New York, New York York, is neither a legal holiday nor a day on which banking institutions are open for the general transaction of businessgenerally authorized or required by law or regulation to close.

Closing. (a) The consummation closing of the Subscription sale of the Shares contemplated hereby (the “Subscription Closing”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Subscription Closing shall occur on the closing date of of, and immediately prior to, the Transactions Transaction Closing (the “Transaction Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject ). Not less than five business days prior to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the scheduled or anticipated Transaction Closing Date, the Company shall deliver provide written notice to the Subscriber (the “Closing Notice”) specifying (i) setting forth the scheduled or anticipated Transaction Closing Date and Date, (ii) stating that the Company reasonably expects all conditions to the Transaction Closing to be satisfied or waived, and (iii) including wire instructions for delivery of the Purchase Price to the Escrow Agent (as defined below). The Subscriber shall deliver to Continental Stock Transfer & Trust Company. No later than , as escrow agent (the “Escrow Agent”), at least one Business Day business day prior to the Transaction Closing Date as set forth specified in the Closing Notice, the Purchase Price, which shall be held in a segregated escrow account for the benefit of the Subscriber (the “Escrow Account”) until the Subscription Closing pursuant to the terms of a customary escrow agreement, which shall be on terms and conditions reasonably satisfactory to the Subscriber to be entered into by the Company and the Escrow Agent (the “Escrow Agreement”), by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. The Company shall provide to the Pricing Date Subscriber, no later than the date on which the Closing Notice is delivered to the Subscriber, a copy of the executed Escrow Agreement to be in force on the Transaction Closing Date. On the Transaction Closing Date, the Company shall deliver to the Subscriber (i) the Shares in book-entry form, or, if required by the Subscriber, certificated form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws as defined set forth herein), in the Forward Purchase Agreement name of the Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by the Subscriber, as applicable, and deliver (ii) a copy of the records of the Company’s transfer agent showing the Subscriber (or such nominee or custodian) as the owner of the Shares on and as of the Transaction Closing Date. Upon delivery of the Shares to the Subscriber (or its nominee or custodian, if applicable), the Purchase Price shall be released from the Escrow Account automatically and without further action by the Company or the Subscriber. If the Transaction Closing does not occur within one business day after the Transaction Closing Date specified in the Closing Notice, the Escrow Agent shall promptly (but not later than one business day thereafter) return the Purchase Price to the Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the Subscriber. Furthermore, if the Transaction Closing does not occur on the same day as the Subscription Closing, the Escrow Agent (or the Company, if the Purchase Price has been released by the Escrow Agent) shall promptly (but not later than one business day thereafter) return the Purchase Price to the Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the Subscriber, and any book-entries and, if applicable, certificated shares, shall be deemed cancelled (and, in the case of certificated shares, the Subscriber shall promptly return such certificates to the Company or, as directed by the Company, to the Company’s representative or agent). If this Subscription Agreement terminates in accordance with Section 8 hereof following the delivery by the Subscriber of the Purchase Price for the Shares, the Escrow Agent shall promptly (but not later than one business day after such termination) return the Purchase Price to the Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the Subscriber. Notwithstanding the foregoing in this Section 2, if the Subscriber informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to adjustment regulation under the Investment Advisers Act of 1940, as described belowamended, or (3) after netting for requirements as described that its internal compliance policies and procedures so require it, then, in Prepayment lieu of the Forward settlement procedures provided above, the following shall apply: the Subscriber shall deliver at 8:00 a.m. New York City time on the Transaction Closing Date (or as soon as practicable prior to the Transaction Closing on the Transaction Closing Date, following receipt of evidence from the Company’s transfer agent of the issuance to the Subscriber of the Shares on and as of the Transaction Closing Date) the Purchase Agreement as it relates to Additional Shares, Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held Notice against delivery by the Company in escrow, segregated from and not comingled with to the other funds Subscriber of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of the Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to the Subscriber of the Subscribed Shares on and as of the Transaction Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions Transaction (the “Closing Date”) for those Subscribed Shares that ), immediately following the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) Domestication and prior to the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date NoticeTransaction. (b) Promptly At least five (5) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one two (2) Business Day Days prior to the Closing Date as set forth in the Closing NoticeDate, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall to be held in a non-interest bearing account by the Company in escrow, segregated from escrow (it being understood that the costs and not comingled with the other funds expenses of the Company (and in no event will such funds escrow account shall be held in borne by the Trust Account (as defined below)Company), until the Closing, and deliver to the Company such information as is reasonably requested in the Closing DateNotice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable state or federal securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence written notice from the Company’s Company or its transfer agent of evidencing the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) . In the event that the consummation of the Transactions Transaction does not occur within two three (3) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three five (5) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation cancellation, (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein6, Subscriber shall remain obligated (A) to redeliver funds to the Company, as set forth Company in the Closing Notice, escrow following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice2. For the purposes of this Subscription Agreement, “Business Day” means a day, any day other than a Saturday Saturday, Sunday or Sunday, a day on which commercial banks in New York, the Federal Reserve Bank of New York are open for the general transaction of businessis closed.

Closing. (a) a. The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) immediately prior to the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to Transaction on the Closing Date following the delivery of a Pricing Date NoticeDate. b. At least three (b3) Promptly Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the CompanyCompany provided, that the Company may delay from time to time the anticipated Closing Date until the Outside Closing Date (as defined in the Transaction Agreement) following the original anticipated Closing Date identified in the Closing Notice, or such Closing Date as it may be delayed, by written notice to Subscriber if it provides Subscriber with notice of the revised Closing Date (a “Revised Closing Notice”) setting forth the revised anticipated Closing Date no later than twenty-four (24) hours prior to the then- anticipated Closing Date; provided further that, in the event the revised anticipated Closing Date set forth in the Revised Closing Notice is a date that is more than five (5) Business Days after the then anticipated Closing Date, the funds paid by the Subscriber that is held in escrow shall be returned to Subscriber within two (2) Business Days of the date the Company provides the Revised Closing Notice to the Subscriber. No later than one (1) Business Day after receiving the Closing Notice, Subscriber shall deliver to the Company such information as is reasonably requested in the Closing Notice for the Company to issue the Subscribed Shares to Subscriber. At least one (1) Business Day prior to the Closing Date as set forth identified in the Closing Notice (including any Revised Closing Notice) (unless a later time is otherwise agreed by the Company) the Subscriber shall deliver to the Company the Purchase Price in cash via wire transfer to the account specified in the Closing Notice, Subscriber shall provide to be held in escrow until the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such Closing. Such funds shall be held by on behalf of Subscriber until the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until Closing. By 10:00 AM on the Closing Date. Upon satisfaction (or, if applicable, waiver) of and concurrently with the conditions set forth in this Section 2Closing, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action or to a custodian designated by the Company or Subscriber), as applicable, and (ii) as promptly as practicable after the Closing, evidence written notice from the Company’s Company or its transfer agent of evidencing the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In . Except as otherwise set forth in this Section 2(b), in the event that the consummation of the Transactions Closing Date does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event not later than three two (2) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, any day other than a Saturday Saturday, Sunday or Sunday, a day on which commercial banks in New York, the Federal Reserve Bank of New York are open for the general transaction of businessis closed.

Closing. (a) The consummation closing of the Subscription sale of Shares contemplated hereby (the “Closing”) shall occur on the closing date of date, and immediately prior to the Transactions consummation of, the Target Acquisition (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and Target Acquisition, the “Target Acquisition Closing”). Upon (a) satisfaction or waiver of the conditions set forth in Section 1.3 of this Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently their satisfaction or waiver at or prior to the Closing Date following the delivery of a Pricing Date Notice. Closing), and (b) Promptly before the anticipated Closing Date, written notice from (or on behalf of) the Company shall deliver written notice to Subscriber the Purchaser (the “Closing Notice”) specifying that the Company reasonably expects all conditions to the Target Acquisition Closing to be satisfied on a date that is not less than three (i3) business days from the anticipated date of such Closing Date and (ii) Notice, the wire instructions for delivery of the Purchase Price Purchaser shall deliver to the Company. No later than , at least one Business Day (1) business day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as proposed date of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed an amount equal to the Purchase Price, which shall be held in writing escrow by the Company until the Closing and Subscriberimmediately subsequent Target Acquisition Closing. In the event the Target Acquisition Closing does not occur on the date specified in such Closing Notice, the Company, Company shall promptly (but in no event not later than three Business Days after one (1) business day thereafter) return to the anticipated Purchaser the Purchase Price. The date that the Closing Date specified occurs shall be referred to as the “Closing Date”. (b) At the Closing: (1) (i) the Company shall issue to the Purchaser or its designee the Shares and the Purchaser shall be deemed for all corporate purposes to have become the legal and record holder of the Shares, entitled to exercise all rights (including conversion rights) as a holder thereof, (ii) the Company shall deliver to the Purchaser (or its designee) stock certificates representing the Shares, and (iii) the Company shall deliver to the Purchaser (A) an opinion of W▇▇▇▇▇▇ ▇▇▇▇ & G▇▇▇▇▇▇▇▇ LLP containing the opinions substantially in the Closing Noticeform set forth in Schedule A, (B) return the funds so executed Amended and Restated Registration Rights Agreement, in the form of Annex II hereto, and (C) all other documents, instruments and writings required to be delivered by Subscriber the Company to the Purchaser pursuant to this Agreement or otherwise required in connection herewith. (2) the Purchaser will deliver or cause to be delivered (i) to a bank account previously designated by the Company in writing, the Purchase Price, by wire transfer in of immediately available funds to (provided, however, that the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any delivery of the conditions to Closing set forth Purchase Price in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated escrow in accordance with Section 6 herein1.2 shall satisfy this obligation), Subscriber shall remain obligated (ii) the executed Amended and Restated Registration Rights Agreement and (iii) all other documents, instruments and writings required to redeliver funds be delivered by the Purchaser to the Company, as set forth Company pursuant to this Agreement or otherwise required in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of businessconnection herewith.

Closing. (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall be contingent upon the Merger, and shall be contingent upon and occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially Date immediately prior to or concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date NoticeTransaction. (b) Promptly At least fifteen (15) Business Days before the anticipated Closing Date, the Company Issuer shall deliver written notice to Equity Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price Subscription Amount to the CompanyIssuer. No later than one three (3) Business Day Days after receiving the Closing Notice, Equity Subscriber shall deliver to the Issuer such information as is reasonably requested in the Closing Notice in order for the Issuer to issue the Subscribed Shares to Equity Subscriber. Ten (10) Business Days prior to the expected Closing Date as set forth specified in the Closing Notice, Equity Subscriber shall provide deliver to the Pricing Date Notice as defined Issuer, the Subscription Amount in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by cash via wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by . At the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2Closing, the Company Issuer shall deliver to Subscriber (i) on the Closing Date, issue the Subscribed Shares to Equity Subscriber and cause the Subscribed Shares to be registered in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable state or federal securities laws), in the name of Equity Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action or to a custodian designated by the Company or Equity Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) applicable. In the event that the consummation of the Transactions Transaction does not occur within two ten (10) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, Issuer shall promptly (but in no event later than three ten (10) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Equity Subscriber to the Issuer by wire transfer in immediately available funds to the account specified by Equity Subscriber; provided that, and any book entries shall be deemed cancelled. Notwithstanding unless this Subscription Agreement has been validly terminated pursuant to Section 7 hereof, neither the failure of the Closing to occur on the Closing Date specified in the Closing Notice nor such return or cancellation of funds shall (x) a failure to close on the anticipated Closing Date shall notterminate this Subscription Agreement, by itself, (y) be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 2, or (z) otherwise relieve any party of any of its obligations hereunder, including Equity Subscriber’s obligation to be satisfied or waived on or prior to redeliver the Subscription Amount and purchase the Subscribed Shares at the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following event the Company’s delivery to Subscriber of Issuer delivers a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new subsequent Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, any day other than a Saturday Saturday, Sunday or Sunday, a day on which commercial banks in New York, the Federal Reserve Bank of New York are open for is closed. Prior to or at the general transaction of businessClosing, Equity Subscriber and Warrant Subscriber shall deliver to the Company a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.

Closing. (a) a. The consummation of the Subscription contemplated hereby (the “Closing”) shall be contingent upon, and occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially Date immediately prior to or concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date NoticeTransaction. (b) Promptly b. At least seven Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one two Business Day prior to the Closing Date as set forth in Days after receiving the Closing Notice, Subscriber shall provide deliver to the Pricing Date Notice Company such information as defined is reasonably requested in the Forward Purchase Agreement and deliver Closing Notice in order for the Purchase Price (subject Company to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for issue the Subscribed Shares and Warrants to Subscriber. No later than two Business Days after receiving the Closing Notice, Subscriber shall also deliver to the Company the Purchase Price, by wire transfer of United States dollars in immediately available funds funds, to the account specified in the Closing Notice against delivery following the Closing by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, of the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable state or federal securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action or to a custodian designated by the Company or Subscriber), as applicable, and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as Warrants, registered in the name of the Closing Date. Subscriber (c) or its nominee in accordance with its delivery instructions). In the event that the consummation of the Transactions Transaction does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, Subscriber (and any book book-entries for the Subscribed Shares shall be deemed repurchased and cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not); provided that, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is has been validly terminated in accordance with pursuant to Section 6 hereinhereof, Subscriber shall remain obligated to redeliver funds to neither the Company, as set forth in failure of the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.to

Closing. (a) a. The consummation closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transactions and shall occur on immediately prior thereto. Not less than seven (7) business days prior to the scheduled closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date), the Company shall deliver provide written notice to Subscriber (the “Closing Notice”) specifying (i) that the anticipated Company reasonably expects all conditions to the closing of the Transactions to be satisfied on a date that is not less than seven (7) business days from the date of the Closing Date Notice and (ii) the wire instructions for delivery of wiring the Purchase Price for the Acquired Shares. Subscriber shall deliver to the Company. No later than one Business Day Company at least two (2) business days prior to the Closing Date as set forth Date, to be held in escrow until the Closing NoticeClosing, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Acquired Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until . On the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Acquired Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber). In the event the Closing does not occur on the Closing Date, and the Company shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to Subscriber. b. The Closing shall be subject to the conditions that, on the Closing Date: (i) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening in writing of any proceedings for any of such purposes, shall have occurred; (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent all representations and warranties of the issuance to Company and Subscriber of the Subscribed Shares on contained in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date. (c) In the event that the , and consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing shall constitute a reaffirmation by each of the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any each of the conditions to Closing set forth representations, warranties and agreements of each such party contained in this Section 2 to be satisfied or waived on or prior to Subscription Agreement as of the Closing Date; (iii) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restricting, prohibiting or enjoining consummation of the transactions contemplated hereby; and (yiv) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds all conditions precedent to the Company, as closing of the Transactions set forth in the Closing NoticeMerger Agreement, following including the approval of the Company’s delivery stockholders, shall have been satisfied or waived. c. At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to Subscriber of a new Closing Notice be practical and necessary in accordance with this Section 2 and Subscriber and the Company shall remain obligated order to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of Subscription as contemplated by this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. (a) The consummation closing of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such timeof, with such Closing occurring substantially concurrently with (but not before) and immediately prior to, the consummation of the Transactions and subject to the terms and conditions of this Subscription AgreementTransactions. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver Upon written notice from (or on behalf of) the Issuer to Subscriber (the “Closing Notice”) specifying at least 5 Business Days prior to the date that the Issuer reasonably expects all conditions to the closing of the Transactions to be satisfied (i) the anticipated “Expected Closing Date and (ii) Date”), Subscriber shall deliver to the wire instructions for delivery of Issuer no later than three Business Days prior to the Expected Closing Date, the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares Shares, by wire transfer of United States dollars in immediately available funds to the account specified by the Company Issuer in the Closing Notice, and such funds shall to be held by the Company Issuer in escrow, segregated from and escrow until the Closing. If the Transactions are not comingled with the other funds consummated within five Business Days of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Expected Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and Issuer shall return the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer of United States dollars in immediately available funds to the an account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation return, (xi) a failure to close on the anticipated Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 3 to be satisfied or waived on or prior to the Closing Date, and (yii) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company, as set forth Issuer in the Closing Notice, escrow following the CompanyIssuer’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following 3, subject to termination of this Agreement in accordance with Section 5 below. At the Company’s delivery Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, the Issuer shall deliver to Subscriber the Shares in book entry form in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a new Closing Noticecustodian designated by Subscriber, as applicable. For the purposes of this Subscription Agreement, “Business Day” means a dayany day that, other than a Saturday or Sunday, on which commercial banks in New York, New York York, is neither a legal holiday nor a day on which banking institutions are open for the general transaction of businessgenerally authorized or required by law or regulation to close.

Closing. (a) The consummation Subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f), the closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction and shall occur on the closing date of of, and substantially concurrently with and conditioned upon the Transactions effectiveness of, the Transaction (such date, the “Closing Date”). Not less than five (5) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject business days prior to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by date on which the Forward Purchase Agreement shall occur subsequently to Company reasonably expects the Closing Date following to occur (the delivery of a Pricing Date Notice. (b) Promptly before the anticipated “Scheduled Closing Date”), the Company shall deliver provide written notice (which may be via email) to Subscriber (the “Closing Notice”) specifying (i) of the anticipated Scheduled Closing Date and (ii) Date, which Closing Notice shall contain the Company’s wire instructions for delivery an escrow account established by the Company to the purpose of collecting funds in advance of the Closing. (b) At least three (3) business days prior to the Scheduled Closing Date, Subscriber shall deliver to the escrow account referenced above the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Acquired Shares subscribed by wire transfer of United States dollars in immediately available funds. Upon the Closing, the Company shall provide instructions to the escrow agent for the escrow account to release the funds in the escrow account to the Company against delivery to Subscriber of the Acquired Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or created by virtue of the Lock-Up Undertaking), in book-entry form. If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur within ten (10) business days following the Scheduled Closing Date and any funds have already been sent by Subscriber to the escrow account, then promptly (but in no event longer than one (1) business days thereafter) after such termination or failure of closing, the Company will instruct the escrow agent to promptly (but in no event longer than one (1) business days thereafter) return such funds to Subscriber. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. (c) On the Closing Date, subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f) (other than those conditions that by their nature are to be satisfied at or prior to Closing, but without affecting the requirement that such conditions be satisfied or waived at or prior to Closing), assuming that Subscriber shall have delivered to the Company on the Closing Date the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Acquired Shares in book book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under this Subscription Agreement state or applicable federal securities lawslaws or created by virtue of the Lock-Up Undertaking), in the name of Subscriber (or its his or her nominee or custodian in accordance with its his or her delivery instructions) or to a custodian designated by Subscriber, as applicable. Each book entry for the Acquired Shares shall contain a notation, and each certificate (and if any) evidencing the Purchase Price Acquired Shares shall be released from escrow automatically stamped or otherwise imprinted with a legend, in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. (d) The Closing shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by each of the parties hereto, of each of the following conditions: (i) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and without further action by has the Company effect of making the consummation of the transactions contemplated hereby illegal or Subscriber), and otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and (ii) (A) all conditions precedent to the closing of the Transaction contained in the Business Combination Agreement shall have been satisfied (as promptly determined by the parties to the Business Combination Agreement and other than those conditions under the Business Combination Agreement which, by their nature, are to be fulfilled at the closing of the Transaction, including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Acquired Shares pursuant to this Subscription Agreement) or waived according to the terms of the Business Combination Agreement and (B) the closing of the Transaction shall be scheduled to occur concurrently with or on the same date as practicable after the Closing, evidence from the Company’s transfer agent . (e) The obligation of the Company to consummate the issuance to Subscriber and sale of the Subscribed Acquired Shares on pursuant to this Subscription Agreement shall be subject to the conditions that (i) all representations and warranties of the Subscriber contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date. (c) In the event that the , and consummation of the Transactions does not occur within two Business Days after Closing shall constitute a reaffirmation by the anticipated Closing Date specified Subscriber of each of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the Closing NoticeDate; and (ii) all obligations, unless otherwise agreed to in writing by covenants and agreements of the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed required to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied performed by him or waived on her at or prior to the Closing Date shall have been performed in all material respects. (f) The obligation of the Subscriber to consummate the purchase of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the conditions that (i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date, and (y) unless consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and until warranties of the Company contained in this Subscription Agreement is terminated in accordance with Section 6 hereinas of the Closing Date and (ii) all obligations, Subscriber shall remain obligated covenants and agreements of the Company required by the Subscription Agreement to redeliver funds be performed by it at or prior to the Company, as set forth Closing Date shall have been performed in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of businessall material respects.

Closing. (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) Date immediately prior to the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date NoticeBusiness Combination. (b) Promptly At least five (5) Business Days before the anticipated Closing Date, the Company BMRG shall deliver written notice to the Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the CompanyBMRG. No later than one two (2) Business Day prior to the Closing Date as set forth in Days after receiving the Closing Notice, the Subscriber shall provide the Pricing Date Notice deliver to BMRG such information as defined is reasonably requested in the Forward Purchase Agreement Closing Notice in order for BMRG to issue the Subscribed Shares to the Subscriber. The Subscriber shall deliver to BMRG, on or prior to 8:00 a.m. (Eastern time) (or as soon as practicable after BMRG or its transfer agent (the “Transfer Agent”) delivers evidence of the issuance to the Subscriber of the Subscribed Shares on and deliver as of the Closing Date) on the Closing Date the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by cash via wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company Notice against (and in no event will such funds be held in concurrently with) delivery by BMRG to the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) Subscriber of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable state or federal securities laws), in the name of the Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action or to a custodian designated by the Company or Subscriber), as applicable, and (ii) as promptly as practicable after written notice from BMRG or the Closing, evidence from the Company’s transfer agent of Transfer Agent evidencing the issuance to the Subscriber of the Subscribed Shares on and as of the Closing Date. (c) . In the event that the consummation of the Transactions Business Combination does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, BMRG shall promptly (but in no event later than three two (2) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by the Subscriber to BMRG by wire transfer in immediately available funds to the account specified by the Subscriber, and any book entries showing the Subscriber as the owner of the Subscribed Shares shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on BMRG’s obligation under the anticipated Closing Date immediately preceding sentence shall not, by itself, be deemed to be a failure survive any termination of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing NoticeAgreement. For the purposes of this Subscription Agreement, “Business Day” means a day, any day other than a Saturday Saturday, Sunday or Sunday, a day on which commercial banks in New York, the Federal Reserve Bank of New York are open for the general transaction of businessis closed.

Closing. (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions Transaction (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time), with such Closing occurring immediately prior to or substantially concurrently with (but not before) the consummation of of, and conditioned upon the Transactions and subject to effectiveness of, the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date NoticeTransaction. (b) Promptly before At least ten (10) Business Days prior to the anticipated date the Company reasonably expects all conditions to the closing of the Transaction to be satisfied and the closing of the Transaction to actually occur (the “Anticipated Closing Date”), the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one two (2) Business Day Days prior to the Anticipated Closing Date as set forth or such other time agreed to in writing between the Closing NoticeCompany and the Subscriber, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall to be held by the Company in escrowescrow until the Closing, segregated from and not comingled with deliver to the other funds Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the Company (person in whose name the Subscribed Shares are to be issued and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Datea duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the The Company shall deliver to Subscriber (i) on at the Closing DateClosing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares (in book entry form) on and as of the Closing Date. . [Notwithstanding the foregoing two sentences, if Subscriber informs the Company (c1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures in the foregoing two sentences, the following shall apply: Subscriber shall deliver at 8:00 a.m. New York City time on the Closing Date (or as soon as practicable following receipt of evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date) the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company to Subscriber of the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) and evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date.]1 In the event that the consummation of the Transactions Transaction does not occur within two (2) Business Days after the anticipated Anticipated Closing Date specified in the Closing NoticeDate, unless otherwise agreed to in writing by the Company and the Subscriber, the Company, Company shall promptly (but in no event later than three one (1) Business Days Day after the anticipated Closing Date specified in the Closing Noticesuch two (2) Business Day period has lapsed) return the funds Purchase Price so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation cancellation, (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (1) to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice Company in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing NoticeNotice and (2) to consummate the Closing immediately prior to or substantially concurrently with the consummation of the Transaction. For the purposes of this Subscription Agreement, “Business Day” means a day, any day other than a Saturday Saturday, Sunday or Sunday, any other day on which commercial banks are required or authorized to close in New York, either (A) the State of New York are open or (B) Edinburgh, United Kingdom. 1 Note to Draft: Language to be included for the general transaction of businessmutual funds.

Closing. (a) The consummation Subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f), the closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction and shall occur on the date of, and at a time immediately prior to, the closing date of the Transactions Transaction (such date, the “Closing Date”). Not less than five (5) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject business days prior to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by date on which the Forward Purchase Agreement shall occur subsequently to Issuer reasonably expects the Closing Date following to occur (the delivery of a Pricing Date Notice. (b) Promptly before the anticipated “Scheduled Closing Date”), the Company Issuer shall deliver provide written notice (which may be via email) to Subscriber (the “Closing Notice”) specifying (i) of the anticipated Scheduled Closing Date and (ii) Date, which Closing Notice shall contain the Issuer’s wire instructions for delivery an escrow account established by the Issuer to the purpose of collecting funds in advance of the Purchase Price to the Company. No later than one Business Day Closing. (b) At least three (3) business days prior to the Scheduled Closing Date as set forth in the Closing NoticeDate, Subscriber shall provide deliver to the Pricing Date Notice as defined in escrow account referenced above the Forward Purchase Agreement and deliver the aggregate Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Acquired Shares subscribed by wire transfer of United States dollars in immediately available funds funds. Upon the Closing, the Issuer shall provide instructions to the escrow agent for the escrow account specified by to release the Company funds in the Closing Notice, and such funds shall be held by escrow account to the Company in escrow, segregated from and not comingled with the other funds Issuer against delivery to Subscriber of the Company Acquired Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form. If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur on the Scheduled Closing Date and any funds have already been sent by Subscriber to the escrow account, then promptly (but in no event longer than 2 business days thereafter) after such termination or failure of closing, the Issuer will instruct the escrow agent to promptly (but in no event longer than 2 business days thereafter) return such funds be held in the Trust Account to Subscriber. (as defined below)), until c) On the Closing Date. Upon , subject to the satisfaction or waiver (or, if applicable, waiverin writing) of the conditions set forth in this Section 22(d), (e) and (f) (other than those conditions that by their nature are to be satisfied at Closing, but without affecting the requirement that such conditions be satisfied or waived at Closing), assuming that Subscriber shall have delivered to the Issuer on the Closing Date the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, the Company Issuer shall deliver to Subscriber (i) on the Closing Date, the Subscribed Acquired Shares in book book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under this Subscription Agreement state or applicable federal securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. Each book entry for the Acquired Shares shall contain a notation, and each certificate (and if any) evidencing the Purchase Price Acquired Shares shall be released from escrow automatically stamped or otherwise imprinted with a legend, in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. (d) The Closing shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by each of the parties hereto, of each of the following conditions: (i) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (ii) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and without further action has the effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such prevention or prohibition; and (iii) (a) all conditions precedent to the closing of the Transaction contained in the Business Combination Agreement shall have been satisfied (as determined by the Company parties to the Business Combination Agreement and other than those conditions that may only be satisfied at the closing of the Transaction, but subject to satisfaction of such conditions as of the closing of the Transaction ) or waived and (b) the closing of the Transaction shall be scheduled to occur concurrently with or on the same date as the Closing. (e) The obligations of Subscriber at the Closing shall be subject to the satisfaction on the Closing Date, or the waiver by Subscriber, of each of the following conditions: (i) all representations and warranties of each of the Issuer and Peridot contained in Section 3 and Section 4, respectively, shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, Issuer Material Adverse Effect or Peridot Material Adverse Effect, which representations and warranties shall be true in all respects) at and as of the Closing Date (unless they specifically speak as of an earlier date, in which case they shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, Issuer Material Adverse Effect or Peridot Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Issuer and Peridot of each of the representations, warranties and agreements of the Issuer and Peridot contained in this Subscription Agreement as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such earlier date); and (ii) as promptly as practicable after the Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, evidence from except where the Company’s transfer agent failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the issuance Issuer to Subscriber consummate the Closing; and (iii) no amendment, modification or waiver of the Subscribed Shares Business Combination Agreement shall have occurred that materially and adversely affects the economic benefits that Subscriber would receive under this Subscription Agreement without having received Subscriber’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed). (f) The obligations of the Issuer at the Closing shall be subject to the satisfaction on the Closing Date, or the waiver by the Issuer, of each of the following conditions: (i) all representations and warranties of Subscriber contained in Section 5 shall be true and correct in all material respects at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of Subscriber contained in this Subscription Agreement as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such earlier date); and (ii) Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of Subscriber to consummate the Closing. (cg) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription Agreement. (h) In the event that the consummation Transaction is structured where a new entity will become the successor public company to the Issuer in the Transaction or will become a parent company of the Transactions does not occur within two Business Days Issuer whose securities are issued in consideration of or in exchange for the Issuer’s securities (the “Successor”), then as a condition to consummating the Transaction, the Successor will agree in writing to be bound by the terms of this Subscription Agreement that apply to the Issuer after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by SubscriberClosing, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth references in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction Acquired Shares will include any equity securities of the conditions set forth Successor that are issued in this Section 2 following the Company’s delivery to Subscriber consideration of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open exchange for the general transaction of businessAcquired Shares.

Closing. (a) The consummation closing of the Subscription sale of the Shares contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions Transaction (the “Closing Date”) for those Subscribed Shares that and be conditioned upon the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring prior or substantially concurrently with (but not before) the concurrent consummation of the Transactions Transaction and subject satisfaction of the other conditions set forth in Section 3 hereof. One (1) business day prior to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company Investor shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares Subscription Amount by wire transfer of United States dollars in immediately available funds to the account account(s) specified by the Company NextGen in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company writing at least three (and in no event will such funds be held in the Trust Account (as defined below)), until 3) business days prior to the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on On the Closing Date, NextGen shall (i) issue the Subscribed Shares to the Investor and subsequently cause the Shares to be registered in book book-entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), form in the name of Subscriber the Investor (or its nominee or custodian in accordance with its delivery instructions, as applicable) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), on NextGen’s share register and (ii) as promptly soon as practicable after practical following the Closing, evidence from deliver to the CompanyInvestor a certificate of NextGen’s transfer agent confirming the issuance and delivery of the issuance Shares to Subscriber of the Subscribed Shares on and Investor (or such nominee or custodian) as of the Closing Date. Date (c) In the event that the consummation or such other evidence of issuance of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire Shares from NextGen’s transfer in immediately available funds agent reasonably acceptable to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing NoticeInvestor). For the purposes of this Subscription Agreement, “Business Daybusiness day” means a shall mean any day, other than a Saturday Saturday, a Sunday or Sunday, other day on which commercial banks in New York, New York or governmental authorities in the Cayman Islands (for so long as NextGen remains domiciled in Cayman Islands) are open authorized or required by law to close. Prior to or at the Closing Date, Investor shall deliver to NextGen a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Closing does not occur, NextGen shall promptly (but not later than three (3) business days after the date on which Investor delivers the Subscription Amount to NextGen) return or cause the return of the Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for the general transaction Shares shall be deemed cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of businessfunds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon delivery by NextGen of a subsequent Closing Notice in accordance with this Section 2. For the avoidance of doubt, if any termination hereof occurs after the delivery by the Investor of the Subscription Amount for the Shares and prior to the Closing, NextGen shall promptly (but not later than one (1) business day thereafter) return the Subscription Amount to Investor without any deduction for or on account of any tax, withholding, charges or set-off.

Closing. (a) The consummation Subject to the satisfaction or waiver of the Subscription contemplated hereby conditions set forth in Section 6 of this Agreement, the closing of the purchase and sale of the Securities (the “Closing”) contemplated hereby is contingent upon the concurrent consummation of the Merger. The Closing shall occur on the closing date of, and concurrently with and conditioned upon the effectiveness of the Transactions Merger and the Purchasers will be notified of such date at least five (5) business days in advance by [the Company and/or Target Company](the “Closing Date”). The Closing shall occur remotely via exchange of documents and signatures. At the Closing, the Securities shall be issued and registered in the name of such Purchaser, or in such nominee name(s) for those Subscribed Shares that as designated by such Purchaser, representing the Forward Purchase Agreement provides number of Securities to be purchased by such Purchaser at such Closing as set forth in Exhibit A, in each case against payment to the Company of the purchase price in full by wire transfer to the Escrow Agent of immediately available funds, at or prior to the Closing, ​ ​ in accordance with wire instructions provided to the Purchaser prior to Closing, Such funds will be purchased at such time, with such Closing occurring substantially concurrently with held for the Purchaser’s benefit in the Escrow Account without interest or offset. (but not before) On the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (will issue the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth Securities in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book book-entry form, free and clear of any all liens or and restrictive and other restrictions legends (other than those arising under this Subscription Agreement or applicable securities laws), except as expressly provided in the name Section 4.11 hereof) and shall promptly thereafter provide evidence of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence such issuance from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and Transfer Agent as of the Closing Date. (c) In Date to each Purchaser. Unless this Agreement has been terminated pursuant to Section 7.1. the event that the consummation failure of the Transactions Closing to occur on the expected Closing Date shall not terminate this Agreement or otherwise relieve any party of any of its obligations hereunder. If the Closing does not occur within two Business Days Twenty (20) business days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the expected Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber any amounts deposited into the Escrow Account by or on behalf of the Purchaser shall remain obligated to redeliver funds be returned to the CompanyPurchaser or its designee promptly, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday without interest or Sunday, on which commercial banks in New York, New York are open for the general transaction of businessoffset.

Closing. (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time), with such Closing occurring immediately prior to or substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date NoticeTransactions. (b) Promptly At least five (5) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one two (2) Business Day Days prior to the Closing Date as set forth in the Closing NoticeDate, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall to be held by the Company in escrowescrow until the Closing, segregated from and not comingled with deliver to the other funds Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the Company (person in whose name the Subscribed Shares are to be issued and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Datea duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on at the Closing DateClosing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) . In the event that the consummation of the Transactions does not occur within two three (3) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriber, the Company, Company shall promptly (but in no event later than three two (2) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company, as set forth Company in the Closing Notice, escrow following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice2. For the purposes of this Subscription Agreement, “Business Day” means a day, any day other than a Saturday Saturday, Sunday or Sunday, any other day on which commercial banks are required or authorized to close in the State of New York, New York are open for the general transaction of business.

Closing. (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions contemplated by the Transaction Agreement (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time), with such Closing occurring immediately prior to or substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to be completed on the Closing Date following the delivery of a Pricing Date NoticeDate. (b) Promptly At least six (6) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying which shall: (i) specify the anticipated Closing Date and Date, (ii) provide the wire instructions for delivery of the Purchase Price to the CompanyCompany and (iii) confirm the Wire Verification Information, if previously provided to Subscriber upon request by Subscriber. No later than one 5:00 PM New York City time on two (2) Business Day Days prior to the Closing Date as set forth in the Closing NoticeDate, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall to be held by the Company in escrowescrow until the Closing, segregated from and not comingled with deliver to the other funds Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the Company (person in whose name the Subscribed Shares are to be issued and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Datea duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on at the Closing DateClosing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. . Notwithstanding the foregoing two sentences, if Subscriber informs the Company (c1) that it is an investment company registered under the Investment Company Act of 1940, as amended, or (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, then, in lieu of the settlement procedures in the foregoing two sentences, the following shall apply: Subscriber shall deliver at 8:00 a.m. New York City time on the Closing Date the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. In the event that (i) the Company does not accept the subscription or (ii) the consummation of the Transactions does not occur within two three (3) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, Company shall promptly (but in no event later than three two (2) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.be

Closing. (a) The consummation closing of the Subscription contemplated hereby purchase and sale of the Shares (the “Closing”) shall occur on take place upon the closing under that certain Agreement and Plan of Merger, dated as of December 24, 2013, by and among the Company (under its former corporate name, Pinecrest Investments Group, Inc., PNCR, ACQUISITION, LLC., a California limited liability company and the wholly-owned subsidiary of PNCR (“Merger Sub”), and D&C DISTRIBUTORS, LLC, a California limited liability company (the “Target”)(the “Merger Agreement”). The time and date of the Transactions (Closing is referred to herein as the “Closing DateTime”. At the Closing, (A) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber Purchaser the duly executed Registration Rights Agreement and (B) Purchaser shall deliver to the “Closing Notice”) specifying Company (i) the anticipated Closing Date Purchase Price and (ii) the wire instructions for delivery duly executed Registration Rights Agreement in the form annexed hereto as Exhibit A (the “Registration Rights Agreement”), to be dated as of the Purchase Price to the Company. No later than one Business Day prior to date on which the Closing Date occurs. As quickly as set forth shall be practicable after the Closing, the Company shall cause the Shares to be issued in book entry form in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment name of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Purchaser. The Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by in such form until (i) they are registered under the Company in escrow, segregated from and not comingled with Securities Act pursuant to the other funds of the Company (and in no event will such funds be held in the Trust Account Registration Rights Agreement (as defined below)that term is hereinafter defined), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2which case, the Company shall deliver to Subscriber Purchaser, upon the effectiveness of such registration, certificates (iin such denominations as Purchaser shall request) on representing the Closing Date, the Subscribed Shares in book entry form, free and clear of without any liens restrictive legend or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Company has defaulted in its obligations to Purchaser under the Registration Rights Agreement, in which case, the Company shall deliver to Purchaser, upon Purchaser’s request, certificates a single certificate representing the Shares bearing the restrictive legend prescribed by Section 5.1 hereof. By completing the Closing, evidence from Purchaser shall be deemed to have confirmed to the Company, with the same effect as if Purchaser had so confirmed in writing, that Purchaser’s transfer agent of the issuance to Subscriber of the Subscribed Shares on representations and warranties made in Section 2.2 were true and correct in all material respects as of the Closing Date. (c) In Time, the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified compliance by Purchaser with its covenants in this Agreement to be complied with by it prior to the Closing NoticeTime and, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds except to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of extent that any of the conditions precedent to Closing the obligation of the Company set forth in Section 4.1 have been waived by the Company in writing, Purchaser’s satisfaction thereof. By completing the Closing, the Company shall be deemed to have confirmed to Purchaser, with the same effect as if the Company had so confirmed in writing, that the Company’s representations and warranties made in Section 2.1 were true and correct in all material respects as of the Closing Time, the compliance by the Company with its covenants in this Section 2 Agreement to be satisfied or waived on or complied with by it prior to the Closing DateTime and, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds except to the Company, as extent that any of the conditions precedent to the obligation of Purchaser set forth in the Closing NoticeSection 4.2 have been waived by Purchaser in writing, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of businessthereof.

Closing. (a) The consummation closing of the Subscription sale of the Shares contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions Transaction (the “Closing Date”) for those Subscribed Shares that and be conditioned upon the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring prior or substantially concurrently with (but not before) the concurrent consummation of the Transactions Transaction and subject satisfaction of the other conditions set forth in Section 3 hereof. Upon delivery of written notice from (or on behalf of) NextGen to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber Investor (the “Closing Notice”) specifying (i) ), that NextGen reasonably expects all conditions to the anticipated Closing Date and (ii) the wire instructions for delivery closing of the Purchase Price Transaction to be satisfied or waived on an expected closing date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Company. No later than Investor, the Investor shall deliver to NextGen, one Business Day (1) business day prior to the Closing Date as set forth expected closing date specified in the Closing NoticeNotice (or such other date agreed to in writing by NextGen), Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares Subscription Amount by wire transfer of United States dollars in immediately available funds to the account account(s) specified by the Company NextGen in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on On the Closing Date, NextGen shall issue the Subscribed Shares to the Investor and subsequently cause the Shares to be registered in book book-entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), form in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the CompanyInvestor on NextGen’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Noticeshare register. For the purposes of this Subscription Agreement, “Business Daybusiness day” means shall mean a day, other than a Saturday Saturday, Sunday or Sunday, other day on which commercial banks in New York, New York or governmental authorities in the Cayman Islands (for so long as NextGen remains domiciled in Cayman Islands) are open authorized or required by law to close. Prior to or at the Closing Date, Investor shall deliver to NextGen a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Closing Date does not occur within two (2) business days after the expected closing date specified in the Closing Notice, NextGen shall promptly (but not later than two (2) business days after the expected closing date specified in the Closing Notice) return the Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for the general transaction Shares shall be deemed cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of businessfunds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing. For the avoidance of doubt, if any termination hereof occurs after the delivery by the Investor of the Subscription Amount for the Shares and prior to the Closing, NextGen shall promptly (but not later than three (3) business days thereafter) return the Purchase Price to Investor without any deduction for or on account of any tax, withholding, charges or set-off.

Closing. (a) a. The consummation closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction and shall occur on immediately prior to the merger of Pace into a subsidiary of the Issuer in connection therewith. Not less than five (5) business days prior to the scheduled closing date of the Transactions Transaction (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time), with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement Pace shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver provide written notice to Subscriber (the “Closing Notice”) specifying of such Closing Date. Subscriber shall deliver to Pace at least one (i1) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one Business Day business day prior to the Closing Date as set forth Date, to be held in escrow until the Closing NoticeClosing, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Acquired Shares by wire transfer of United States U.S. dollars in immediately available funds to the account specified by the Company Pace in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until . On the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company Pace shall deliver to Subscriber (i) on the Closing Date, the Subscribed Acquired Shares in book entry formform and a copy of the register of members of Pace showing Subscriber as the owner of the Acquired Shares, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company Pace or Subscriber). In the event the Closing does not occur on the Closing Date, and Pace shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to Subscriber. b. The Closing shall be subject to the conditions that, on the Closing Date: (i) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (ii) as promptly as practicable after all representations and warranties of Pace, the Closing, evidence from the Company’s transfer agent of the issuance to Issuer and Subscriber of the Subscribed Shares on contained in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date. (c) In the event that the , and consummation of the Transactions does not occur within two Business Days after Closing shall constitute a reaffirmation by each of Pace, the anticipated Closing Date specified Issuer and Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing NoticeDate; (iii) no governmental authority shall have enacted, unless issued, promulgated, enforced or entered any judgment, order, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise agreed preventing or prohibiting consummation of the transactions contemplated hereby; and (iv) all conditions precedent to in writing by the Company and Subscriberclosing of the Transaction, including the Companyapproval of Pace’s shareholders, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be have been satisfied or waived on or prior (other than those conditions that may only be satisfied at the closing of the Transaction, but subject to satisfaction of such conditions as of the Closing Dateclosing of the Transaction). c. At the Closing, the parties hereto shall execute and (y) unless deliver such additional documents and until this Subscription Agreement is terminated take such additional actions as the parties reasonably may deem to be practical and necessary in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated order to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of Subscription as contemplated by this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. (a) The consummation closing of the Subscription Subscriptions contemplated hereby (the “Closing”) is contingent upon the substantially concurrent Acquisition Closing and shall occur on the closing date of the Transactions immediately prior thereto. Not less than two (the “Closing Date”2) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject business days prior to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the scheduled Acquisition Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Datedate, the Company Issuer shall deliver provide written notice to Subscriber (the “Closing Notice”) specifying of the date of Closing hereunder (the “Closing Date”). On the Closing Date, (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company Issuer shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry formAcquired Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under this Subscription Agreement state or applicable federal securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action or to a custodian designated by the Company or Subscriber), as applicable, and (ii) as promptly as practicable after prior to the Acquisition Closing, evidence from Subscriber shall deliver to the Company’s transfer agent Issuer the aggregate cash purchase price payable pursuant to Section 1 (in respect of the issuance to Subscriber total number of Preferred Shares (or alternative securities of the Subscribed Shares on Issuer with substantially similar economic terms, if required under Section 1(b)) being acquired thereunder) and as Section 2(a)(iv) (in respect of the Closing Date. (ctotal number of Private Placement Shares, if any, being acquired thereunder) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriberthe Issuer in the Closing Notice. In the event the Acquisition Closing does not occur within one (1) business day of the Closing, the Issuer shall promptly (but not later than two (2) business days thereafter) return to Subscriber the aggregate cash purchase price deposited with the Issuer, and any book book-entries or share certificates shall be deemed cancelled. Notwithstanding such return or cancellation cancelled and any share certificates shall be promptly (xbut not later than two (2) a failure business days thereafter) returned to close the Issuer. (b) The Closing shall be subject to the conditions that, on the anticipated Closing Date shall notDate: (i) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, by itself, be deemed to be a failure or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (ii) all representations and warranties of the conditions to Closing set forth Issuer and Subscriber contained in this Section 2 to Subscription Agreement shall be satisfied or waived on or prior to true and correct in all material respects as of the Closing Date, and (y) unless consummation of the Closing shall constitute a reaffirmation by each of the Issuer and until Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement is terminated as of the Closing Date (except, in accordance with Section 6 hereineach case, Subscriber shall remain obligated to redeliver funds to the Company, extent such representations and warranties are specifically made as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice particular date, in accordance which case such representations and warranties shall be true and correct in all material respects as of such date); (iii) the Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Section 2 Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (iv) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and Subscriber has the effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such prevention or prohibition; (v) the Company Purchase Agreement shall remain obligated not have been amended in a manner materially adverse to the Preferred Shares or Common Shares; and (vi) all conditions precedent to the Acquisition Closing, including the approval of the Issuer’s stockholders, shall have been satisfied (other than those conditions that may only be satisfied at the Acquisition Closing), but subject to satisfaction of such conditions as of the Acquisition Closing. (c) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of Subscriptions as contemplated by this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. (a) The consummation Subject to the satisfaction or waiver (in writing) of the Subscription conditions set forth in Section 2(d), (e) and (f), the closing of the subscription contemplated hereby (the “Closing”) shall occur after the Company Conversion and is contingent upon the substantially concurrent consummation of the Transaction and shall occur on the closing date of of, and substantially concurrently with and conditioned upon the Transactions effectiveness of, the Transaction (such date, the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject ). Pursuant to the terms and conditions of this Subscription Redemption Offset Agreement. The purchase of any additional Subscribed Shares as provided for by , the Forward Purchase Agreement Company shall occur subsequently to provide the Closing Date following Notice (as defined in the delivery of a Pricing Date NoticeRedemption Offset Agreement) (which may be via email) to Subscriber, which Closing Notice shall also include the date on which the Company reasonably expects the Closing to occur (the “Scheduled Closing Date”). (b) Promptly before As of the anticipated Closing Datedate of this Subscription Agreement, the Company Subscriber shall deliver written notice to Subscriber (the “escrow account specified in the Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of Notice the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Datefunds. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2Closing, the Company shall deliver provide instructions to the escrow agent for the escrow account to release the Purchase Price in the escrow account to the Company against delivery to Subscriber (iof the Acquired Shares pursuant to Section 2(c) on the Closing Date, the Subscribed Shares in book entry formbelow, free and clear of any liens or other restrictions whatsoever (other than those arising under this Subscription Agreement state or applicable federal securities laws), in book-entry form. If this Subscription Agreement is terminated prior to the name of Subscriber Closing or the Closing does not occur within five (or its nominee or custodian in accordance with its delivery instructions5) (business days following the Scheduled Closing Date and the Purchase Price shall be released from has already been sent by Subscriber to the escrow automatically and without further action by account, then immediately upon such termination or failure of closing, the Company or Subscriber), and (ii) as promptly as practicable after will instruct the Closing, evidence from the Company’s transfer escrow agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later longer than three Business Days after the anticipated Closing Date specified in the Closing Noticeone (1) business day thereafter) return the funds so delivered by such Purchase Price, without any deduction for or on account of any tax, withholding, charges, or set-off, to Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Daybusiness day” means shall mean a day, day other than a Saturday Saturday, Sunday or Sunday, other day on which commercial banks in New York, New York are open authorized or required by law to close. In lieu of the foregoing Section 2(b) and the first two sentences of Section 2(c), for mutual funds, any investment company registered under the Investment Company Act of 1940, funds advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, and funds that require alternative settlement pursuant to internal compliance policies and procedures: On the Scheduled Closing Date, (i) Subscriber shall deliver to the account specified by the Company in the Closing Notice, which account shall not be an escrow account and shall be an account established at an U.S. bank, against delivery of the Acquired Shares the Purchase Price by wire transfer of United States dollars in immediately available funds and (ii) the Company shall deliver to Subscriber (or to a custodian designated by Subscriber) the Acquired Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form in the name of the Subscriber (or its nominee in accordance with its delivery instructions) on the Company’s share register and will provide to the Subscriber evidence of such issuance of the Acquired Shares as of the Closing Date from the transfer agent for the general transaction Common Shares (the “Transfer Agent”). If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur within five (5) business days following the Scheduled Closing Date and the Purchase Price has already been sent by Subscriber, then immediately upon such termination or failure of businessclosing, the Company will promptly (but in no event longer than one (1) business day thereafter) return such Purchase Price, without any deduction for or on account of any tax, withholding, charges, or set-off, to Subscriber by wire transfer in immediately available funds to the account specified by Subscriber. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. (c) On the Closing Date, subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f) (other than those conditions that by their nature are to be satisfied at or prior to Closing, but without affecting the requirement that such conditions be satisfied or waived at or prior to Closing), assuming that Subscriber shall have delivered to the Company on or prior to the Closing Date the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Company in the Closing Notice, the Company shall deliver to Subscriber the Acquired Shares in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. As soon as practicable after the Closing Date, the Company shall deliver to Subscriber, a written notice from the Company or its transfer agent evidencing the issuance to Subscriber (or its nominee or custodian, as applicable) of the Acquired Shares on and as of the Closing Date. Each book entry for the Acquired Shares shall contain a notation, and each certificate (if any) evidencing the Acquired Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. To the extent Subscriber is relying on the representation in paragraph (i)(c) of Section 5(c) below, each book entry for the Acquired Shares shall also contain a notation, and each certificate (if any) evidencing the Acquired Shares shall also be stamped or otherwise imprinted with a legend, in substantially the following form: BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: (1) AGREES THAT DURING THE DISTRIBUTION COMPLIANCE PERIOD, WHICH IS THE 40 DAY PERIOD COMMENCING ON THE LATER OF THE DATE OF COMMENCEMENT OF THE DISTRIBUTION OF THESE SECURITIES AND THE DATE OF THE ORIGINAL ISSUE OF THESE SECURITIES, IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITIES EXCEPT (A) TO THE ISSUER OR ANY AFFILIATE THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER REGULATION S UNDER THE SECURITIES ACT OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE ISSUER, IN EACH CASE OF (A) THROUGH (D) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (2) AGREES, DURING SUCH DISTRIBUTION COMPLIANCE PERIOD, THAT IT WILL DELIVER TO EACH PERSON TO WHOM THESE SECURITIES ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS RESTRICTIVE LEGEND. AS USED HEREIN, THE TERMS “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THIS PARAGRAPH OF THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE END OF THE DISTRIBUTION COMPLIANCE PERIOD. (d) The Closing shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by each of the parties hereto, of each of the following conditions: (i) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and (ii) (A) all conditions precedent to the closing of the Transaction contained in the Business Combination Agreement shall have been satisfied (as determined by the parties to the Business Combination Agreement and other than those conditions under the Business Combination Agreement which, by their nature, are to be fulfilled at the closing of the Transaction, including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Acquired Shares pursuant to this Subscription Agreement) or waived according to the terms of the Business Combination Agreement and (B) the closing of the Transaction shall be scheduled to occur concurrently with or on the same date as the Closing. (e) The obligation of the Company to consummate the issuance and sale of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by the Company, of each of the following conditions (i) all representations and warranties of the Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Subscriber of each of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the Closing Date or such specified date, as applicable; and (ii) all obligations, covenants and agreements of the Subscriber required to be performed by it at or prior to the Closing Date shall have been performed in all material respects. (f) The obligation of the Subscriber to consummate the purchase of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by the Subscriber, of each of the following conditions: (i) all representations and warranties of the Company and IIAC contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined herein) or IIAC Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect or IIAC Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Company and IIAC of each of the respective representations and warranties of the Company and IIAC contained in this Subscription Agreement as of the Closing Date or such specified date, as applicable; (ii) all obligations, covenants and agreements of the Company and IIAC required by the Subscription Agreement to be performed by it at or prior to the Closing Date shall have been performed in all material respects; (iii) no amendment or modification of, or waiver with respect to the terms of the Business Combination Agreement shall have occurred that has materially and adversely affected the economic benefits reasonably expected to be received by the Subscriber under this Subscription Agreement without having received Subscriber’s prior written consent; provided, that the foregoing condition shall not apply with respect to any amendment, modification or waiver of Section 7.3(c) of the Business Combination Agreement (or the effects thereof); and (iv) no suspension by the New York Stock Exchange (the “NYSE”) of the qualification of the Acquired Shares for trading in the United States, or initiation of any proceedings by the NYSE for such purpose, shall have occurred and the Common Shares (including, for the avoidance of doubt, the Acquired Shares) shall have been approved for listing on the NYSE, subject to official notice of issuance. (g) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary to consummate the subscription as contemplated by this Subscription Agreement.

Closing. (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur following the Domestication on the closing date of the Transactions Transaction (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time), with such Closing occurring immediately prior to or substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date NoticeTransaction. (b) Promptly At least five (5) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one (1) Business Day prior to the Closing Date as set forth in the Closing NoticeDate, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall to be held by the Company in escrowescrow until the Closing, segregated from and not comingled with deliver to the other funds Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the Company (person in whose name the Subscribed Shares are to be issued and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Datea duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the The Company shall deliver to Subscriber (i) on at the Closing DateClosing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares (in book entry form) on and as of the Closing Date. (c) . In the event that the consummation of the Transactions Transaction does not occur within two five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriber, the Company, Company shall promptly (but in no event later than three (3) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds Purchase Price so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall notcancellation, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company, as set forth Company in the Closing Notice, escrow following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated (B) to consummate the Closing upon satisfaction immediately prior to or substantially concurrently with the consummation of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing NoticeTransaction. For the purposes of this Subscription Agreement, “Business Day” means a day, any day other than a Saturday Saturday, Sunday or Sunday, any other day on which commercial banks are required or authorized to close in the State of New York, New York are open for the general transaction of business.

Closing. (a) The consummation of the Subscription contemplated hereby (the “Closing”) is contingent upon the prior or substantially concurrent consummation of the Merger and shall occur on the closing Closing Date (as defined below). (b) At least five (5) Business Days (as defined in the Merger Agreement) before the anticipated date of the Transactions Closing (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date), the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one two (2) Business Day Days prior to the Closing Date Date, Subscriber shall deliver to the Company such information as set forth is reasonably requested in the Closing NoticeNotice in order for the Company to issue the Subscribed Shares to Subscriber, Subscriber shall provide including, without limitation, the Pricing Date Notice legal name of the person in whose name the Subscribed Shares are to be issued. On the Closing Date, prior to the Effective Time (as defined in the Forward Purchase Agreement and Merger Agreement), Subscriber shall deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on at the Closing DateClosing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement state or applicable federal securities lawsLaws (as defined in the Merger Agreement) or those created by Subscriber), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent (or other evidence reasonably acceptable to Subscriber) of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In The Closing shall be subject to the event that satisfaction (or waiver, to the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Noticeextent permitted by applicable law, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after on the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified one hand, and by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall notother hand), by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and of the following conditions: (yi) unless and until this Subscription Agreement is terminated the prior or substantially concurrent consummation of the Merger in accordance with Section 6 hereinthe terms of the Merger Agreement; and (ii) (A) no injunction or similar order by any Governmental Entity (as defined in the Merger Agreement) having jurisdiction over any party hereto or any of its subsidiaries (whether temporary, preliminary or permanent) shall have been issued that prohibits the consummation of the Subscription and shall continue to be in effect, and (B) no Law shall have been enacted, entered, promulgated, enforced or deemed applicable by any Governmental Entity having jurisdiction over any party hereto or any of its subsidiaries that has the effect of making the Subscription illegal or otherwise prohibiting consummation of the Subscription. (d) Subscriber shall remain obligated to redeliver funds deliver to the CompanyCompany all such other information as is reasonably requested by the Company in order for the Company to issue the Subscribed Shares to Subscriber, including a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of businessapplicable.

Closing. Closing of title hereunder (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on will be held at the closing date offices of the Transactions Title Company, at 1:00 P.M. local time on December 8, 2011, TIME BEING OF THE ESSENCE, (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased ), or at such timeother definite place and time and/or prior date as Seller and Buyer may agree upon in writing; provided, with such however that Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. no later than December 16, 2011 (b) Promptly before the anticipated “Outside Closing Date), TIME BEING OF THE ESSENCE; and provided further, however, that if Closing does not occur on December 8, 2011, Buyer shall pay to Seller the amount of Two Thousand Five Hundred ($2500.00) Dollars per day (cumulatively, the Company shall deliver written notice to Subscriber (the “Closing NoticeExtension Fee”) specifying which obligation to pay the Extension Fee shall commence on, and include, December 8, 2011, and continue until the earlier of (i) the anticipated date on which Closing Date and does occur, or (ii) the wire instructions for date this Agreement is terminated by Seller as hereinafter provided. In the event that Closing does not occur on or before the Outside Closing Date, then, notwithstanding anything to the contrary contained in this Agreement, the Deposit shall be non-refundable and shall be immediately paid to Seller. The Extension Fee (i) is an amount to be paid by Buyer to Seller which is separate and apart from, and in addition to, the Buyer’s obligations to pay the Purchase Price and the Deposit, (ii) shall not be credited against the Purchase Price or Deposit at Closing, (iii) shall be paid by Buyer to Seller regardless of whether Closing occurs, and (iv) shall be paid by Buyer to Seller immediately upon demand by Seller. In the event that Closing does not occur on or before the Outside Closing Date, then Seller may terminate this Agreement at any time thereafter in Seller’s sole discretion. Unless otherwise agreed between Buyer and Seller, the transaction contemplated hereby shall also be closed by means of the concurrent delivery of the documents of title and the conveyancing documents, and the payment of the Purchase Price subject to the Companyadjustments expressly provided for under the terms of this Agreement. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber Buyer shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting pay for requirements as described in Prepayment any administrative charges or closing fees of the Forward Purchase Agreement as it relates to Additional Shares, Title Company and Escrow Agent for the Subscribed Shares by wire transfer conduct of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (orClosing, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Dateany. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. (a) The consummation closing of the Subscription sale of the Shares contemplated hereby (the “Closing”) shall occur on the a closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that specified in the Forward Purchase Agreement provides will Closing Notice (as defined below), and be purchased at such time, with such Closing occurring conditioned upon the prior or substantially concurrently with (but not before) the concurrent consummation of the Transactions and subject Transaction (the closing date of the Transaction, the “Transaction Closing Date”). Upon delivery of written notice from (or on behalf of) UPTD to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber Investor (the “Closing Notice”) specifying (i) that UPTD reasonably expects all conditions to the anticipated closing of the Transaction to be satisfied or waived on an expected Transaction Closing Date and that is not less than five (ii5) business days from the wire instructions for delivery of date on which the Purchase Price Closing Notice is delivered to the Company. No later than one Business Day Investor, the Investor shall deliver the Subscription Amount at least two (2) business days prior to the expected Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account account(s) specified by the Company UPTD in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on On the Closing Date, UPTD shall issue the Subscribed Shares to the Investor and subsequently cause the Shares to be registered in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), form in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close Investor on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing NoticeUPTD share register. For the purposes of this Subscription Agreement, “Business Daybusiness day” means shall mean a day, other than a Saturday Saturday, Sunday or Sunday, other day on which commercial banks in New York, New York are open authorized or required by law to close. Prior to the Closing, Investor shall deliver to UPTD a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Transaction Closing Date does not occur within two (2) business days after the Closing Date under this Subscription Agreement, the Subscription Amount will be returned to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for the general transaction Shares shall be deemed repurchased and cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of businessfunds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing, and the Investor shall remain obligated (i) to redeliver funds to UPTD following UPTD’s delivery to the Investor of a new Closing Notice and (ii) to consummate the Closing substantially concurrently with the consummation of the Transaction.

Closing. (a) The consummation closing of the Subscription contemplated hereby purchase and sale of the Units hereunder (the “Closing”) shall occur on take place at the closing date offices of Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other place as determined by the Company and the Subscribers and may take place in one of more closings. At Closing the Units and the Proceeds shall be delivered pursuant to the Escrow Agreement to be governed thereby. The Initial Closing shall take place within 5 Business Days of the Transactions date hereof, subject to the satisfaction or waiver of the conditions set forth in Section 7 below (the “Closing Date”). The initial closing shall be referred to as the “Initial Closing”. The date of the Initial Closing is sometimes referred to as the “Initial Closing Date.” Subsequent closings (each a “Subsequent Closing”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) held until the consummation of the Transactions and subject earlier to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying of: (i) the anticipated Closing Date date on which the entire Offering has been subscribed for and (ii) the wire instructions for delivery of the Purchase Price to accepted by the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after September 1, 2013. The Offering may be extended up to October 1, 2013 (the “Final Closing” and such date of the Final Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the “Final Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice”), unless otherwise agreed without additional notice to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelledSubscribers. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means shall mean from the hours of 9:00 a.m. (Eastern Time) through 5:00 p.m. (Eastern Time) of a day, day other than a Saturday Saturday, Sunday or Sunday, other day on which commercial banks in New York, New York are open for authorized or required to be closed. The Units purchased by the general transaction Subscriber will be delivered by the Company on the Closing Date of businessthe Offering pursuant to the Escrow Agreement. In the event that an Initial Closing shall not have occurred with respect to the Subscriber on or before August 1, 2013 due to the Company's or the Subscriber’s failure to satisfy the conditions set forth in Section 7 (and the nonbreaching party's failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such date by delivering a written notice to that effect to the other party to this Agreement and without liability of any party to any other party.

Closing. (a) The consummation closing of the Subscription contemplated hereby purchase (the “Closing”) shall occur take place on the closing a date of the Transactions (the “Closing Date”) upon which the Buyer shall make Closing Date Payment to the Seller and the Seller shall the Company Shares to the Buyer, duly endorsed for those Subscribed Shares that transfer and with the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation signature of the Transactions and subject Seller appropriately notarized. Subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery satisfaction of the Purchase Price to the Company. No later than one Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions Conditions to Closing set forth in Section 2, the Parties anticipate that the Closing and the Closing Date shall occur within five business days following (a) the receipt by the Buyer of the “Audited Financial Statements of the Company” (hereinafter defined, and (b) the approval by the United States Securities and Exchange Commission (“SEC”) of the Form 1-A Offering Circular of the Buyer originally filed with the SEC on February 27, 2020 (the “Buyer Offering Circular”).. All transactions at the Closing shall be deemed (i) to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered and (ii) to have occurred at 12:01 a.m. Pacific Time on the date of the Closing. Notwithstanding the foregoing, in the event that the Closing and the Closing Date shall not occur by September 30, 2020 (the “Outside Closing Date”), unless such Outside Closing Date shall be extended by mutual agreement of the Parties, this Section 2 to be satisfied Agreement shall forthwith terminate and become void and have no effect, without any liability on the part of any Party hereto or waived on its affiliates, other than for fraud or willful misconduct occurring prior to the Outside Closing Date; provided, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth however that in the Closing Noticeevent the agreement is terminated, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and Seller shall fully refund, transfer, reimburse or otherwise return the Company shall remain obligated to consummate the Closing upon satisfaction full amount of the conditions set forth in this Section 2 following Deposit to Buyer as promptly as possible after the Company’s delivery to Subscriber of a new Outside Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.Date,

Closing. (a) a. The consummation closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transactions and shall occur on immediately prior thereto. Not less than five (5) business days prior to the scheduled closing date of the Transactions (the “Scheduled Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date), the Company shall deliver provide written notice to Subscriber (the “Closing Notice”) specifying (i) that the anticipated Company reasonably expects all conditions to the closing of the Transactions to be satisfied on a date that is not less than five (5) business days from the date of the Closing Date Notice and (ii) the wire instructions for delivery of wiring the Purchase Price to for the CompanyAcquired Securities. No later than one Business Day prior to At the Closing Date as set forth in the Closing NoticeClosing, Subscriber shall provide deliver to the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver Company the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified in writing by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares Acquired Securities in book entry form, free and clear . The failure of any liens or other restrictions (other than those arising under the Closing to occur on the Scheduled Closing Date shall not terminate this Subscription Agreement or applicable securities laws), otherwise relieve either party of any of its obligations hereunder. b. The Closing shall be subject to the following conditions: (i) no suspension of the qualification of the Common Shares for offering or sale or trading in the name United States, or initiation or threatening in writing of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and any proceedings for any of such purposes, shall have occurred prior to the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and Closing; (ii) all representations and warranties of the Company and Subscriber contained in this Subscription Agreement shall be true and correct in all material respects as promptly as practicable after of the Closing, evidence from the Company’s transfer agent and consummation of the issuance to Closing shall constitute a reaffirmation by each of the Company and Subscriber of each of the Subscribed Shares on representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date.Closing; (ciii) In no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the event that the effect of making consummation of the Transactions does not occur within two Business Days after transactions contemplated hereby illegal or otherwise restricting, prohibiting or enjoining consummation of the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly transactions contemplated hereby; (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Noticeiv) return the funds so delivered by Subscriber by wire transfer in immediately available funds all conditions precedent to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any closing of the conditions to Closing Transactions set forth in this Section 2 Article 7 of the Transaction Agreement shall have been satisfied (as determined by the parties to the Transaction Agreement) or waived by the applicable parties to the Transaction Agreement prior to the Termination Date (as defined in the Transaction Agreement and including any extensions provided for in the Transaction Agreement) (other than, in each case, (A) those conditions that by their nature are to be satisfied at the closing of the Transactions (provided that such conditions are capable of being satisfied at the closing of the Transactions or are waived on at or prior to the Closing Date, closing of the Transactions) and (yB) unless the condition pursuant to Section 7.3(f) of the Transaction Agreement); (v) the Common Shares shall be eligible for clearance and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds settlement through the facilities of The Depository Trust Company to the Company, extent that restrictive legends do not prohibit such action; and (vi) the HYAC Shareholder Redemption Amount (as set forth defined in the Closing NoticeTransaction Agreement) not exceeding $165,000,000. c. At the Closing, following the Company’s delivery parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to Subscriber of a new Closing Notice be practical and necessary in accordance with this Section 2 and Subscriber and the Company shall remain obligated order to consummate the Closing upon satisfaction of the conditions set forth in Subscription as contemplated by this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. Subscription Agreement. d. For the purposes of this Subscription Agreement, “Business Daybusiness day” means a day, shall mean any day other than a (i) any Saturday or Sunday, Sunday or (ii) any other day on which commercial banks located in New York, New York are open required or authorized by applicable law to be closed for the general transaction of business. e. The Company shall use its commercially reasonable efforts to have the Common Shares approved for listing on the Nasdaq Stock Market, subject to the closing of the Transaction.

Closing. (a) The consummation closing of the Subscription sale of Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such timeof, with such Closing occurring substantially concurrently with (but not before) and immediately prior to, the consummation of the Transactions Transaction. Upon (i) satisfaction of the conditions set forth in Section 3 below and subject (ii) not less than five (5) business days’ written notice from (or on behalf of) the Company to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) that the anticipated Closing Date and (ii) Company reasonably expects all conditions to the wire instructions for delivery closing of the Purchase Price Transaction to be satisfied on a date that is not less than five (5) business days from the Company. No later than one Business Day prior to the Closing Date as set forth in date of the Closing Notice, the Subscriber shall provide deliver to the Pricing Date Notice as defined Company on or prior to the closing date specified in the Forward Purchase Agreement and deliver Closing Notice (the Purchase Price (subject to adjustment as described below“Closing Date”) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, subscription amount for the Subscribed Shares subscribed (the “Subscription Amount”) by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held Notice against delivery to the Subscriber of the Shares in book entry form to the Subscriber or to a custodian designated by the Company in escrowSubscriber, segregated from and not comingled with as applicable. In the other funds event the closing of the Company Transaction does not occur within one (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver1) business day of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Noticeone business day thereafter) return the funds so delivered by Subscription Amount to the Subscriber by wire transfer of Unites States dollars in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions Transaction (the “Closing Date”) for those Subscribed Shares that ), immediately prior to and conditioned upon the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) effectiveness of the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date NoticeTransaction. (b) Promptly At least five (5) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one two (2) Business Day Days prior to the anticipated Closing Date as set forth in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States U.S. dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall to be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), escrow until the Closing DateClosing. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on at the Closing DateClosing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement Agreement, the organizational documents of the Company or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or the Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. . Notwithstanding the foregoing two sentences, if Subscriber informs the Company (c1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures in the foregoing two sentences, the following shall apply: (i) no later than two (2) Business Days prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Company such information that the Company reasonably requests in order for the Company to issue the Subscribed Shares, including, without limitation, the name of the person in whose name the Subscribed Shares are to be issued (or a nominee as indicated by Subscriber) and a duly executed Internal Revenue Service Form W-9 or Form W-8, as applicable, (ii) upon confirmation of Subscriber’s available funds necessary to initiate the wiring of the Purchase Price for the Subscribed Shares, but prior to Subscriber’s release of its payment of the Purchase Price for the Subscribed Shares, on the Closing Date the Company shall issue and deliver to Subscriber the Subscribed Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable securities laws), in book entry form in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable and a copy of the records of the Company’s transfer agent showing Subscriber (or its nominee in accordance with its delivery instructions) as the registered holder of the Subscribed Shares on and as of the Closing Date, and (iii) at 8:00 a.m. New York City time on the Closing Date (or as soon as practicable following receipt of evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date), Subscriber shall deliver the Purchase Price by wire transfer of U.S. dollars in immediately available funds to the account(s) specified by the Company in the Closing Notice (which shall not be escrow accounts). In the event that the consummation of the Transactions Transaction does not occur within two five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriber, the Company, Company shall promptly (but in no event later than three two (2) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds Purchase Price so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company, as set forth in the Closing Notice, Company following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice2. For the purposes of this Subscription Agreement, “Business Day” means a day, any day other than a Saturday or Sunday, or any other day on which commercial banks located in New York, New York are open required or authorized by law to be closed for the general transaction of business.

Closing. (a) The consummation closing of the Subscription sale of the Shares contemplated hereby (the “Subscription Closing”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Subscription Closing shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such timeof, with such Closing occurring substantially concurrently with (but not before) and immediately prior to, the consummation of the Transactions and subject Transaction (the “Transaction Closing Date”). Not less than ten (10) business days prior to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated scheduled Transaction Closing Date, the Company shall deliver provide written notice to Subscriber the undersigned (the “Closing Notice”) specifying (i) the anticipated of such scheduled Transaction Closing Date and Date, (ii) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied or waived, and (iii) wire instructions for delivery of the Purchase Price to the Escrow Agent (as defined below). The undersigned shall deliver to Continental Stock Transfer & Trust Company. No later than , as escrow agent (the “Escrow Agent”), at least one Business Day (1) business day prior to the Transaction Closing Date as set forth specified in the Closing Notice, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting Price, which shall be held in a segregated escrow account for requirements as described in Prepayment the benefit of the Forward Purchase Agreement as it relates Subscriber (the “Escrow Account”) until the Subscription Closing pursuant to Additional Sharesthe terms of a customary escrow agreement, for which shall be on terms and conditions reasonably satisfactory to the Subscribed Shares undersigned to be entered into by the Company and the Escrow Agent (the “Escrow Agreement”), by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. The Company shall provide to the undersigned, and such funds shall be held by no later than the Company in escrowdate on which the Closing Notice is delivered to the undersigned, segregated from and not comingled with the other funds a copy of the Company (and executed Escrow Agreement to be in no event will such funds be held in force on the Trust Account (as defined below)), until the Transaction Closing Date. Upon satisfaction (or, if applicable, waiver) of On the conditions set forth in this Section 2Transaction Closing Date, the Company shall deliver to Subscriber the undersigned (i) on the Closing Date, the Subscribed Shares in book book-entry form, or, if required by the undersigned, certificated form, free and clear of any liens or other restrictions whatsoever (other than those arising under this Subscription Agreement state or applicable federal securities lawslaws as set forth herein), in the name of Subscriber the undersigned (or its nominee or custodian in accordance with its delivery instructions) or to a custodian designated by the undersigned, as applicable, and (ii) a copy of the records of the Company’s transfer agent showing the undersigned (or such nominee or custodian) as the owner of the Shares on and as of the Transaction Closing Date. Upon delivery of the Shares to the undersigned (or its nominee or custodian, if applicable), the Purchase Price shall be released from escrow the Escrow Account automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from undersigned. If the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Transaction Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days (2) business days after the anticipated Transaction Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, Escrow Agent shall promptly (but in no event not later than three Business Days after the anticipated Closing Date specified in the Closing Noticeone (1) business day thereafter) return the funds so delivered by Subscriber Purchase Price to the undersigned by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriberthe undersigned. Furthermore, if the Transaction Closing does not occur on the same day as the Subscription Closing, the Escrow Agent (or the Company, if the Purchase Price has been released by the Escrow Agent) shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to the undersigned by wire transfer of U.S. dollars in immediately available funds to the account specified by the undersigned, and any book book-entries and, if applicable, certificated shares, shall be deemed cancelled. Notwithstanding cancelled (and, in the case of certificated shares, the undersigned shall promptly return such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior certificates to the Closing DateCompany or, and (y) unless and until as directed by the Company, to the Company’s representative or agent). If this Subscription Agreement is terminated in accordance with Section 6 hereinterminates following the delivery by the undersigned of the Purchase Price for the Shares, Subscriber the Escrow Agent shall remain obligated promptly (but not later than one (1) business day thereafter) return the Purchase Price to redeliver funds the undersigned, whether or not the Transaction Closing shall have occurred. If this Subscription Agreement terminates following the Transaction Closing, the undersigned shall promptly upon the return to the undersigned of the Purchase Price by the Escrow Agent, transfer the Shares to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. (a) a. The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such timeDate immediately prior to, with such Closing occurring substantially concurrently with (but not before) and is contingent upon, the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date NoticeTransaction. b. At least five (b5) Promptly Business Days (as defined below) before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one two (2) Business Day Days prior to the Closing Date Date, Subscriber shall deliver to the Company such information as set forth is reasonably requested in the Closing NoticeNotice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued. No later than two (2) Business Days prior to the Closing Date, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall to be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), escrow until the Closing DateClosing. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on at the Closing DateClosing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement state or applicable federal securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. . Notwithstanding the foregoing two sentences, for any Subscriber that informs the Company (c1) In that it is an investment company registered under the event Investment Company Act of 1940, as amended or (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, then, in lieu of the settlement procedures in the foregoing two sentences, the following shall apply: such Subscriber shall deliver at 8:00 a.m. New York City time on the Closing Date (or as soon as practicable following receipt of evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date) the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company to Subscriber of the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. If the consummation of the Transactions Transaction does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriber, the Company, Company shall promptly (but in no event later than three one (1) Business Days after the anticipated Closing Date specified in the Closing NoticeDay thereafter) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries representing the Subscribed Shares shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of businesscancellation.

Closing. (a) The consummation closing of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transactions (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such timeof, with such Closing occurring substantially concurrently with and immediately prior to (but not before) subject to), the consummation of the Transactions and subject to the terms and conditions of this Subscription AgreementAgreement (the date of the Closing, the “Closing Date”). The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently Not less than five (5) Business Days prior to the Closing Date following date that the delivery Issuer reasonably expects all conditions to the closing of a Pricing Date Notice. the Transactions to be satisfied (b) Promptly before the anticipated “Expected Closing Date”), the Company Issuer shall deliver provide written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Expected Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the CompanyIssuer. No Subscriber shall deliver to the Issuer no later than one two (2) Business Day Days prior to the Expected Closing Date as set forth in the Closing NoticeDate, Subscriber shall provide the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares Shares, by wire transfer of United States dollars in immediately available funds to the account specified by the Company Issuer in the Closing Notice, and such funds shall to be held by the Company Issuer in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), escrow until the Closing DateClosing. Upon satisfaction If the Transactions are not consummated on or prior to the fifth (or, if applicable, waiver5th) of Business Day after the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Expected Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, Issuer shall promptly (but in no event later than three two (2) Business Days after the anticipated Closing Date specified in the Closing Noticethereafter) return the funds so delivered by Purchase Price to Subscriber by wire transfer of United States dollars in immediately available funds to the an account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation return, (xi) a failure to close on the anticipated Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 3 to be satisfied or waived on or prior to the Closing Date, and (yii) unless and until this Subscription Agreement is terminated in accordance with Section 6 5 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company, as set forth in the Closing Notice, Issuer following the CompanyIssuer’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following 3. At the Company’s delivery Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, the Issuer shall issue to Subscriber (or the funds and accounts designated by Subscriber if so designated by Subscriber, or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable the Subscribed Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), which Subscribed Shares, unless otherwise determined by the Issuer, shall be uncertificated, with record ownership reflected only in the register of shareholders of the Issuer (a new copy of which showing Subscriber as the owner of the Subscribed Shares on and as of the Closing NoticeDate shall be provided to Subscriber on the Closing Date or promptly thereafter). For the purposes of this Subscription Agreement, “Business Day” means a dayany day that, other than a Saturday or Sunday, on which commercial banks in New York, New York York, is neither a legal holiday nor a day on which banking institutions are open for the general transaction of businessgenerally authorized or required by law or regulation to close.

Closing. (a) The consummation closing of the Subscription contemplated hereby (the “Closing”) shall occur on following the closing date Domestication and immediately prior to, or substantially concurrently with, the consummation of the Transactions Acquisition (the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with ). Upon written notice from (but not beforeor on behalf of) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice Issuer to Subscriber (the “Closing Notice”) specifying at least five (i5) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one Business Day Days prior to the date that the Issuer reasonably expects the closing of the Acquisition to occur (the “Expected Closing Date as set forth in the Closing NoticeDate”), Subscriber shall provide deliver to the Pricing Date Notice as defined in Issuer no later than two (2) Business Days prior to the Forward Purchase Agreement and deliver Closing, the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional SharesPrice, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company Issuer in the Closing Notice, and such funds shall to be held by the Company Issuer in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), escrow until the Closing DateClosing. Upon At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2Sections 3.2 and 3.3, the Company Issuer shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), form in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action or to a custodian designated by the Company or Subscriber), and (ii) as applicable. As promptly as practicable after the Closing, evidence upon request of the Subscriber, the Issuer shall provide Subscriber updated book-entry statements from the CompanyIssuer’s transfer agent reflecting the change in name of the issuance Issuer to occur in connection with the Closing. If (i) the Subscription Agreement terminates following the delivery by Subscriber of the Subscribed Shares on and as of Purchase Price but prior to the Closing Date. (c) In having been consummated or the event that the consummation of the Transactions does Acquisition is not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived consummated on or prior to the second (2nd) Business Day after the Expected Closing Date, and the Issuer shall promptly (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other but no later than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.two

Closing. (a) The consummation closing of the Subscription transactions contemplated hereby by this Agreement (the “Closing”) ), shall be effective as of the Effective Time, subject to the satisfaction or waiver in writing of all of the conditions set forth in Article VIII and Article IX. The Closing shall occur by electronic delivery of documentation, or by physical exchange of documentation at such location as Seller and Purchaser may mutually agree, (i) on the closing later of (A) December 9, 2013 and (B) the first Business Day that is a Monday following the first date upon which all of the Transactions conditions set forth in Article VIII and Article IX have been satisfied or waived in writing (other than those conditions that by their nature are to be fulfilled at the Closing, but subject to the fulfillment or waiver of such conditions) or (ii) at such other time, or by such other means, as the Parties may agree in writing. The date on which the Closing occurs is referred to herein as the “Closing Date”) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time. As of 12:01 a.m., with such Closing occurring substantially concurrently with (but not before) the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to Mountain Time Zone, on the Closing Date following (the delivery “Effective Time”), Purchaser shall be entitled to take possession of a Pricing Date Noticethe Assets and to begin operating the Restaurants (except that with respect to the Future Restaurant, the transfer of possession shall occur immediately prior to the opening of the Future Restaurant). (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one (1) Business Day prior to the Closing Date as set forth Date, Purchaser shall deposit, or cause to be deposited, with a title company or escrow agent mutually agreed by Seller and Purchaser (the “Title Company”) funds in an amount equal to the Closing NoticeAmount, Subscriber shall provide the Pricing Date Notice as defined in TAF and the Forward Purchase Agreement and deliver the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds Development Fee. Subject to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds satisfaction or waiver of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) all of the conditions set forth in this Section 2Article VIII and Article IX, Purchaser shall direct the Title Company shall deliver to Subscriber disburse such funds to Seller (ior its designee) at or prior to 12:01 p.m. (EST) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian Date in accordance with its delivery instructionsthe closing statement referenced in Section 2.06(e). No later than two (2) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, Seller and (y) unless and until this Subscription Agreement is terminated in accordance Purchaser shall enter into an escrow agreement with Section 6 herein, Subscriber shall remain obligated the Title Company to redeliver funds give effect to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and 2.01(b). All fees of the Title Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of businessbe borne equally between Purchaser and Seller.

Closing. (a) The consummation of the Subscription contemplated hereby as well as the issuance of Incentive Warrants (the “Closing”) shall occur on the closing date of the Transactions Closing Date immediately prior (the “Closing Date”and subject to) for those Subscribed Shares that the Forward Purchase Agreement provides will be purchased at such time, with such Closing occurring substantially concurrently with (but not before) to the consummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date NoticeTransaction. (b) Promptly At least five (5) Business Days (as defined below) before the anticipated Closing Date, the Company shall deliver or cause to be delivered written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one two (2) Business Day prior to the Closing Date as set forth in Days after receiving the Closing Notice, Subscriber shall provide deliver to the Pricing Date Notice as defined in the Forward Purchase Agreement and deliver Company (A) the Purchase Price (subject to adjustment as described below) after netting for requirements as described in Prepayment of the Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account account(s) specified by the Company in the Closing NoticeNotice (which account need not be an escrow account), and (B) such funds shall be held by information as is requested in the Closing Notice in order for the Company in escrow, segregated from to issue the Subscribed Shares and not comingled with Incentive Warrants to Subscriber at the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing DateClosing. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the The Company shall deliver to Subscriber (i1) on at the Closing DateClosing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action or to a custodian designated by the Company or Subscriber), as applicable, and (ii2) as promptly as practicable after the Closing, evidence written notice from the Company’s Company or its transfer agent of evidencing the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In . At the event that Closing, the consummation Company shall reflect the issuance of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close Incentive Warrants on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 books and Subscriber records, free and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.clear of